Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the The Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, has prepared and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate filed in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance conformity with the requirements of the Securities 1933 Act and the published rules and regulations of thereunder (the “Rules and Regulations”) adopted by the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the Registrable “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities for resale not later than thirty contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (30as defined below) calendar days and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such ineligibility Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and use its reasonable best efforts deemed to have such registration statement declared effective as promptly as practicablebe incorporated therein by reference.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the The Company shall will use its reasonable best efforts to promptly file with the SEC SEC, no later than 150 days following the date of this Agreement, a shelf Registration Statement (registration statement on Form S-3 to the extent permissible(or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities, Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to cause have such registration statement to become Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the expiration earlier of (i) 180 days following the Lock-Up Period. Upon filing date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration StatementStatement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such a Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or there are no longer outstanding. any Registrable Securities outstanding (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file such period during which a Shelf Registration Statement pursuant to this Agreementis effective, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration StatementPeriod”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities). The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic promptly replace any Shelf Registration Statement to at or before expiration, if applicable, with a successor effective Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the until such time as there are no longer any Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableoutstanding.

Shelf Registration Statement. Subject to Section 3.3, the Company shall: (i) No later than on or prior to the expiration of 60th day after the Lock-Up PeriodClosing (the “Initial Filing Date”), the Company shall prepare and file with the SEC a shelf “shelf” Registration Statement (on Form S-3 to covering the extent permissible) resale of 100% of the Registrable Securities (a “Shelf Registration StatementRegistration”) covering on such Initial Filing Date for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions), which Shelf Registration shall be on Form S-3 (except if the Company is not then eligible to register for resale of all the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on Form S-1 or another reasonably appropriate form) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A; (ii) use reasonable best efforts to cause such registration statement the Shelf Registration to become effective as soon as practicable after such filing, but in no event later than the expiration of 120th day after the Lock-Up Period. Upon filing Closing (the “Initial Effective Date”); provided, however, that in the event the Company is notified by the SEC that the Shelf Registration Statementwill not be reviewed or is no longer subject to further review and comments, the Initial Effective Date shall be the fifth Business Day following the date on which the Company shall is so notified if such date precedes the date otherwise required above; (iii) use its reasonable best efforts to keep maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities; (iv) furnish, upon request, to the holders of the Registrable Securities to which the Shelf Registration relates copies of any supplement or amendment to such Shelf Registration Statement effective prior to such supplement or amendment being used and/or filed with the SEC at SEC; and (v) pay all times and to re-file such Registration Expenses in connection with the Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-downRegistration, whether or not underwrittenit becomes effective, by amending and whether all, some or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 none of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered which it relates are sold pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementit. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than As promptly as practicable following the expiration of the Lock-Up PeriodShelf Eligibility Date, the Company shall file with the SEC a shelf Registration Statement (registration statement on Form S-3 to the extent permissible) or Form S-1 or a successor form (a “Shelf Registration Statement”) covering relating to the resale offer and sale on a delayed or continuous basis in accordance with Rule 415 under the Securities Act of all Registrable Securities, Shares by the Holders from time to time and shall use its reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, Statement to be declared effective by the SEC as promptly as reasonably practicable. (b) The Company shall use its reasonable best efforts to keep such a Shelf Registration Statement continuously effective with under the SEC at all times and Securities Act in order to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing permit the Prospectus related forming a part thereof to such Shelf Registration Statement be usable by Holders until the date as may be reasonably requested by the Holders or as otherwise required, until such time as of which all Registrable Securities that could be sold in Shares covered by such Shelf Registration Statement have been sold thereunder or are no longer outstanding. otherwise cease to be Registrable Shares (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementsuch period of effectiveness, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration StatementPeriod”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities). The Company shall pay the registration fee for all Registrable Securities not be deemed to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use have used its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to keep a Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that is not automatically effective or file would result in Holders covered by a new Shelf Registration StatementStatement not being able to offer and sell any Registrable Shares pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Registration Suspension (as defined below) or (y) required by applicable law. (iiic) To Except as otherwise provided in this Agreement and subject to any applicable transfer restrictions in the extent that Operating Agreement, the Blocker Merger Agreements and applicable law, each Holder shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell its Registrable Shares then registered pursuant to such Shelf Registration Statement (each, a “Shelf Resale”). Except as otherwise provided in Section 2.2 below, a Holder initiating a Shelf Resale shall not be required to permit the offer and sale of Registrable Shares by any other Holders in connection with any such Shelf Resale. (d) The Company shall from time to time solicit from each Non-Private Equity Holder written instructions to include in any Demand Offering or Non-Private Equity Offering after the Shelf Eligibility Date a specified number of Registrable Shares so long as the price to the public per share of Class A Common Stock in such Demand Offering or Non-Private Equity Offering equals or exceeds one or more minimum prices specified by the Company becomes ineligible (the “Standing Instructions”). Each Non-Private Equity Holder who provided Standing Instructions may revoke or modify them by further written notice to use Form S-3the Company, the Company which revocation or modification shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty become effective seven (307) calendar days after the date receipt of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablefurther notice.

Shelf Registration Statement. (ia) No As soon as practicable but no later than thirty (30) calendar days after the expiration of date hereof (the Lock-Up Period“Filing Date”), the Company shall prepare and file with (or confidentially submit to) the SEC Commission a shelf Registration Statement registration statement under Rule 415 of the Securities Act (on Form S-3 to the extent permissible) (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities, Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to cause have such registration statement to become Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the expiration earlier of (x) 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date hereof and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of Business Days that the Commission remains closed for operations. Such Shelf Registration Statement shall provide for the resale of the LockRegistrable 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-Up Periodeffective 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. Upon 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 commercially reasonably efforts to convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act, such Shelf Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities or other shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Shelf Registration Statement or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement shall also be deemed to be “Shelf Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or Shelf Registration Statement(s) to become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Additional Effectiveness Date”); provided, however, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 2. (b) Subject to Section 2.3 and Section 2.4, (i) the Sponsor or (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities (other than those described in clause (c) to the definition of “Registrable Securities”) held by the MoneyLion Holders (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 shall, as expeditiously as possible (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 reasonable best efforts to keep 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 effective with Statement, file any prospectus supplement or, if the SEC at all times and to re-file such applicable Shelf Registration Statement upon its expirationis an automatic shelf registration statement, any post-effective amendments and subject otherwise take any action necessary to Sections 3(f) include therein all disclosure and (g), language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to effect such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file 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 Agreementsubsection 2.1.1(b) with respect to any or all Registrable Securities in any twelve (12) month period; provided, the Company however, that a Shelf Underwriting shall file an automatic shelf registration statement (as defined in Rule 405 not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities Actrequested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) on Form S-3 (an “Automatic off of a Shelf Registration Statement”) in accordance with , then notwithstanding the requirements foregoing time periods, such Demanding Holder only needs to notify the Company of the Securities Act Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the rules and regulations Holders of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all record of other Registrable Securities shall not be entitled to be registered pursuant to an Automatic Shelf Registration Statement at the time notice of filing of the Automatic Shelf Registration Statement such Underwritten Block Trade and shall not elect be entitled to pay any portion participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration fee on a deferred basis. If at any time following statement, prospectus and other offering documentation related to the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementUnderwritten Block Trade. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (a) The Company shall use its reasonable best efforts to file, not later than (i) No later than 30 days after the expiration of date hereof (the Lock-Up Period“S-3 Shelf Filing Deadline”), the Company shall file with the SEC a shelf Registration Statement (on Form S-3 covering the resale of all of the Registrable Securities held by the Common Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file Form S-3 Shelf as of or prior to the extent permissible) S-3 Shelf Filing Deadline, a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, ); provided that the Company shall use its reasonable best efforts to remain qualified to file the Form S-3 Shelf. As of the date hereof, the Company is qualified to file a Form S-3 Shelf. (b) Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as is reasonably practicable after the filing thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed of by the Common Investors or are no longer Registrable Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective with extend beyond the SEC at all times three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to re-file have such Shelf Registration Statement upon declared effective promptly (the period during which the Company shall use its expiration, and subject reasonable efforts to Sections 3(fkeep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 6.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible. (gc) The Company shall promptly notify the Common Investors by e-mail of the effectiveness of a Shelf Registration Statement promptly after the Company telephonically confirms effectiveness with the SEC (but in no event more than two Business Days thereafter), . The Company shall file a final prospectus with the SEC to cooperate in any shelf take-down, whether or not underwritten, the extent required by amending or supplementing Rule 424 under the Prospectus related to Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 provide for customary permitted means of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements disposition of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities, including agented transactions, sales directly into the market and purchases or sales by brokers. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to a be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementeffective. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than At any time and from time to time when the expiration Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Lock-Up PeriodCorporation receives written notice of a request for a Shelf Registration, the Company Corporation shall file with the SEC Securities and Exchange Commission a shelf registration statement under the Securities Act for the Shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period). Upon filing the Shelf Registration Statement, the Company The Corporation shall use its reasonable best efforts to keep cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective with for such time period as is specified in the SEC at all times and to re-file 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 upon its expirationStatement, and subject to Sections 3(f(B) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as date on which all Registrable Securities that could be sold in covered by such Shelf Registration Statement have been sold or pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a any Registrable Securities covered by such Shelf Registration Statement pursuant to this Agreementin existence. Without limiting the generality of the foregoing, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company Corporation shall use its reasonable best efforts to post-effectively amend prepare a Shelf Registration Statement with respect to all of the Automatic 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, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the 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 Holders representing a majority of the Registrable Securities or any other Holder if such resale does not automatically effective or file require a new supplement to the Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. As soon as practicable after the Closing Date, but in no event more than one hundred eighty (i180) No later than days following the expiration of the Lock-Up PeriodClosing Date, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities (the “Shelf Registration”) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (such Registration Statement, together with any post-effective amendment thereto and any new Registration Statement filed pursuant to this Section 3.1(a), are collectively referred to herein as the “Shelf Registration Statement”). The Shelf Registration Statement filed hereunder shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration statement shall be on another appropriate form in accordance herewith). Subject to become effective no later than the expiration terms of this Agreement, the Lock-Up Period. Upon filing Company shall use its reasonable best efforts to cause the Shelf Registration StatementStatement filed hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof, the Company and shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective with the SEC at all times and to re(including by filing any necessary post-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related effective amendments to such Shelf Registration Statement as may be reasonably requested by or a new Shelf Registration Statement) under the Holders or as otherwise required, Securities Act until such time as all Registrable Securities that could be sold in covered by such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated pursuant to file a such Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf or another Registration Statement”) in accordance with the requirements of Statement filed under the Securities Act and or otherwise cease to be Registrable Securities (such period of effectiveness, the rules and regulations of the SEC thereunder, that covers the Registrable Securities“Shelf Period”). The Company shall will pay all Registration Expenses in connection with the Shelf Registration, whether or not any registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically or Prospectus becomes effective or file a new Shelf Registration Statementfinal. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than Subject to the expiration terms and conditions hereof, and further subject to the availability of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissibleCompany, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, one (1) or more registration statements on Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (the “Shelf Registration Statement”) covering ). To the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement405 under the Securities Act or any successor rule), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 of under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements or any successor form thereto. If registering a number of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The , the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement automatic shelf registration statement at the time of filing of the Automatic Shelf Registration Statement automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following The Company may also amend an existing registration statement on Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 2.3(a), the filing Company will deliver written notice thereof to all other holders of an Automatic Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement when in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company is required a written request to re-evaluate its WKSI status so participate within five (5) days after the Company determines that it is not notifies such holders of its receipt of a WKSIShelf Notice. (c) Subject to Section 2.3(d), the Company shall use its commercially reasonable best efforts to post-effectively amend keep the Automatic Shelf Registration Statement continuously effective 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, or otherwise cease to be Registrable Securities. (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 holders of Registrable Securities who elected to participate in the Shelf Registration Statement (the “Participating Shareholders”), to require such Participating 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 under clause (ii) of the definition thereof, the Company shall deliver to the Participating Shareholders 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 clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an estimate of the anticipated delay. Upon notice by the Company to the Participating Shareholders of any such determination, each Participating Shareholder covenants that it shall, subject to Law, keep the fact of any such notice strictly confidential, and shall promptly halt any offer, sale, trading or other Transfer (but excluding for this purpose any pledge or grant of a security interest that is in effect at the time of delivery of such notice) 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 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). (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, 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 Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement and the prospectus included therein as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 2.3). In connection with any Shelf Offering that is not automatically effective an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or file other substantial marketing effort by the Company and the underwriters (a new “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration StatementStatement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) Business Days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its (their) opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would materially and adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 2.1(g). Except as otherwise expressly specified in this Section 2.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article II as would be applicable to a Demand Registration. (iiig) To Notwithstanding any other provision of this Agreement, if the extent that requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering of the Registrable Securities under an automatic shelf registration statement for resale not later than thirty purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no other Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale. (30h) calendar days after Any time that a Shelf Offering involves a Marketed Underwritten Shelf Offering, the date Demand Shareholders participating in such Marketed Underwritten Shelf Offering 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 ineligibility Registrable Securities; provided, that such investment banker(s) and use its reasonable best efforts manager(s) shall be reasonably acceptable to have the Company (such registration statement declared effective as promptly as practicableacceptance not to be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. (i) No later than the expiration Within 45 calendar days of receipt of the Lock-Up Periodinitial written request from the Initiating Holder or 30 calendar days of receipt of a subsequent written request from the Initiating Holder, which subsequent request may be made by the Company Initiating Holder once in accordance with Section 5.5(a), Parent shall prepare, file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such have declared effective by the SEC a shelf registration statement statement, or to become terminate suspension of an effective no later than shelf registration statement, relating to the expiration offer and sale by the Holder(s) at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of all the Lock-Up PeriodRegistrable Securities then held by the Holder(s) (each, a “Registration Statement”). Upon If, at the time of filing the Shelf of a Registration Statement, the Company Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, Parent shall use its reasonable best efforts to keep such Shelf have the Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable (with such date on which the Registration Statement becomes effective referred to as the “Registration Effective Date”). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Holder(s) included in the Registration Statement a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the purposes of such Registration, in form and substance reasonably acceptable to the Holder(s), addressed to the Holder(s), including, confirming that the Registration Statement is effective and that all of the Registrable Securities have been duly registered and, subject to the transfer restrictions contained in Section 4 of this Agreement, are freely transferable and that all of the Registrable Securities have been admitted for listing on the New York Stock Exchange.

Shelf Registration Statement. If a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then: (ia) No later than the expiration of the Lock-Up Period, the The Company shall will use its reasonable best efforts to: (A) file with the SEC a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "SHELF REGISTRATION STATEMENT"), within 90 days of the earliest to occur of clauses (i) through (iv) in Section 2(c) above and (B) cause the Shelf Registration Statement to be declared effective by the SEC on Form S-3 or prior to the extent permissible) (150th day after such obligation arises; PROVIDED, HOWEVER, that if the Company files a “Shelf Registration Statement”) covering Statement pursuant to this Section 3(a), it need not abandon the resale of all Registrable Securitiesattempt 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. If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use reasonable its best efforts to cause file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form F-1 or another appropriate form permitting registration of such registration statement Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings), or may be an amendment to become effective no later the Exchange Offer Registration Statement. The Company shall not permit any securities other than the expiration of the Lock-Up Period. Upon filing Transfer Restricted Securities to be included in the Shelf Registration Statement, the . The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 effective conforms and continues to conform with the SEC at all times requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC, as announced from time to re-file such Shelf Registration Statement upon its expirationtime, and until the second anniversary of the Issue Date, subject to Sections 3(f) and extension pursuant to the last paragraph of Section 5 hereof (gthe "EFFECTIVENESS PERIOD"), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested shorter period ending when all Transfer Restricted Securities covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or are no longer outstandingwhen the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the Securities Act without volume restrictions, if any. (iib) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities ceases to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay effective for any portion of the registration fee on a deferred basis. If reason at any time following during the filing Effectiveness Period (other than because of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status sale of all of the Company determines that it is not a WKSIsecurities registered thereunder), the Company shall use its reasonable best efforts to post-effectively obtain the prompt withdrawal of any order suspending the effectiveness thereof. (c) The Company shall promptly supplement and amend the Automatic Shelf Registration Statement if required by the rules, regulations or instructions applicable to a Shelf Registration Statement that is not automatically effective or file a new the registration form used for such Shelf Registration Statement. (iii) To , if required by the extent that Securities Act, or if reasonably requested by the Company becomes ineligible to use Form S-3, Holders of a majority in aggregate principal amount of the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Transfer Restricted Securities for resale not later than thirty (30) calendar days after the date covered by such Registration Statement or by any underwriter of such ineligibility and use its Transfer Restricted Securities based on a reasonable best efforts to have belief that such registration statement declared effective as promptly as practicablesupplement or amendment is required by law.

Shelf Registration Statement. (ia) No later than Parent shall use its commercially reasonable efforts to prepare and file, as soon as reasonably practicable following the expiration of the Lock-Up Restricted Period, a registration statement covering the Company shall file with sale or distribution from time to time by any Investor Party holding Registrable Securities (each such Investor Party, a “Holder”), on a delayed or continuous basis pursuant to Rule 415 of the SEC a shelf Registration Statement (Securities Act, of all of the Registrable Securities of such Holder on Form S-3 to the extent permissibleor any successor form thereto (“Form S-3”) (a except if Parent is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by each Holder in accordance with any reasonable method of distribution elected by such Holder) (the “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall further use its commercially reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than by the expiration of Commission as soon as reasonably practicable after the Lock-Up Period. Upon filing thereof (it being agreed that the Shelf Registration StatementStatement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to Parent). (b) Subject to Section 4.3(c), the Company shall Parent will use its commercially reasonable best efforts to keep such the Shelf Registration Statement continuously effective with under the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, Securities Act until such time as all Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold or are no longer outstandingotherwise cease to be Registrable Securities. Parent shall supplement and amend any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by Parent for such Shelf Registration Statement. (c) At any time that a Shelf Registration Statement is effective, if any Holder delivers a notice to Parent (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), then Parent shall promptly 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; provided, that Parent shall not be obligated to effect more than three (3) Shelf Offerings during any twelve (12) month period or to effect any Shelf Offering for less than the Registrable Amount. (d) In connection with any Shelf Offering, if the lead managing underwriter(s) advises Parent and each Holder participating in such Shelf Offering that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Shelf Offering would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Shelf Offering, then there shall be included in such Shelf Offering only such securities as the lead managing underwriter(s) advises can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(f). Except as otherwise expressly specified in this Section 4.3, any Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Shelf Offering were a Demand Registration), including Section 4.1(e)(ii), Section 4.1(g) and Section 4.1(h). (e) If any of the Registrable Securities is to be sold in a Shelf Offering initiated by a Holder, the Holder or Holders of a majority of the Registrable Securities to be sold in such Shelf Offering shall select the investment banker(s) and manager(s) that will serve as managing underwriter(s) (including which such managing underwriter(s) will serve as lead or co-lead) and underwriter(s) with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be acceptable to Parent (such acceptance not to be unreasonably withheld, conditioned or delayed). (f) If a Person entitled to the benefits of this Agreement becomes a Holder of Registrable Securities after a Shelf Registration Statement becomes effective under the Securities Act, Parent shall, as promptly as is reasonably practicable following delivery of written notice to Parent of such Person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement: (i) if required and permitted by Applicable Law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with Applicable Law; provided, however, that Parent shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 30-day period; and (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement if, pursuant to this Agreementthe foregoing clause (i), the Company Parent shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on have filed a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend effective amendment to the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3effective, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its commercially reasonable best efforts to have cause such registration statement declared post-effective amendment to become effective under the Securities Act as promptly as practicableis reasonably practicable and notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this clause (ii).

Shelf Registration Statement. As soon as reasonably practicable after the Closing Date and in any event within forty-five (i45) No later than calendar days following the expiration of the Lock-Up PeriodClosing Date, the Company Parent shall prepare, file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause have declared effective by SEC a shelf registration statement, relating to the offer and sale by the Holder(s) at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of all the Closing Shares and any other Registrable Securities then held by the Holder(s) (the “Initial Registration Statement”). Within thirty (30) calendar days of receipt of a written request from the Initiating Holder, which request may be made by the Initiating Holder one time per calendar quarter, Parent shall prepare, file and use reasonable best efforts to have declared effective by the SEC an additional shelf registration statement, relating to the offer and sale by the Holder(s) at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of any Registrable Securities acquired after the Closing Date; provided, that such registration statement to become effective no later than securities were not acquired in violation of this Agreement (each a “Registration Statement” and, together with the expiration of the Lock-Up Period. Upon filing the Shelf Initial Registration Statement, the Company “Registration Statements”). If, at the time of filing of a Registration Statement, the Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, Parent shall use its reasonable best efforts to keep such Shelf have the Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable (with such date on which the Registration Statement becomes effective referred to as the “Registration Effective Date”). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Holder(s) included in the Registration Statement a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the purposes of such Registration, in form and substance reasonably acceptable to the Holder(s), addressed to the Holder(s), including, confirming that the Registration Statement is effective and that all of the Closing Shares and any other Registrable Securities have been duly registered and, subject to the transfer restrictions contained in Section 4 of this Agreement, are freely transferable and that all of the Closing Shares and any other Registrable Securities have been admitted for listing on the NASDAQ Global Select Market.

Shelf Registration Statement. (i) No The Company will use its reasonable best efforts to file with the SEC, no later than 89 days following the Closing (or, if earlier, no later than the Business Day prior to the expiration of the Lock-Up Period), the Company shall file with the SEC a an automatic shelf Registration Statement (registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the extent permissible) Securities Act (or a post-effective amendment or prospectus supplement to an existing well-known seasoned issuer shelf registration statement on Form S-3), if the Company is eligible to use such Form S-3 (or successor form), or if the Company is not a well-known seasoned issuer, a shelf registration statement on Form S-3 (or successor form), if the Company is eligible to use such form (a “Shelf Registration Statement”) covering ), relating to the offer and resale of all Registrable SecuritiesSecurities then held by the Shareholders (including naming the WP Shareholder and the CB Shareholder as selling shareholders), at any time and from time to time following the date on which the Shelf Registration Statement becomes effective in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement. The Company shall use its reasonable best efforts to cause such registration statement the Shelf Registration Statement to become be declared, or otherwise become, effective no later than the Business Day immediately prior to the expiration of the Lock-Up Period; provided, that notwithstanding anything contrary contained herein, the Company shall not be required to cause the Shelf Registration Statement to be declared or otherwise become effective under the Securities Act or to file a post-effective amendment or prospectus supplement to an existing shelf registration statement prior to the Business Day prior to the expiration of the Lock-Up Period. Upon filing The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Shareholders” hereunder. For so long as the Company is eligible to use Form S-3 (or successor form), the Company, in each case, subject to the qualifications above, shall maintain the continuous effectiveness of the Shelf Registration StatementStatement for the maximum period permitted by SEC rules, the subject to any Suspension that may occur as described in Section 2(i). The Company shall use its reasonable best efforts to keep such promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in the extent any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in remain outstanding (such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file period during which a Shelf Registration Statement pursuant to this Agreementis effective, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration StatementPeriod”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement). (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Perioda. The Company shall, the Company shall at its expense, prepare and file with the SEC promptly following the Closing Date a shelf Shelf Registration Statement (with respect to resales of the Transfer Restricted Securities by the Holders from time to time on Form S-3 a delayed or continuous basis pursuant to Rule 415 and in accordance with the extent permissible) (a “methods of distribution set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective under the Securities Act as soon as possible, but no later than the expiration Effectiveness Deadline. The first filing of a Shelf Registration Statement shall contain the “Selling Securityholders” section in substantially the form attached hereto as Exhibit B. The Company shall supplement or amend a Shelf Registration Statement, including the “Selling Securityholders” section if required by the rules, regulations or instructions applicable to the registration form used by the Company for a Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC or in response to comments from the Staff of the LockSEC. (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling security holder in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first-Up Periodclass registered mail or by courier with delivery confirmation, a properly completed Notice and Questionnaire to the Company. Upon filing The Company shall deliver the Notice and Questionnaire to the Purchasers within five (5) Business Days of the Closing Date. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be sent on or prior to the 30th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 6(c) hereof (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the 20th Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth Business Day prior to effectiveness of the Shelf Registration Statement) (in any case, the “Questionnaire Deadline”). The Company agrees and undertakes that it shall distribute a Notice and Questionnaire (A) no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder in accordance with Section 6(c) hereof, and (B) in the case of a Holder that is a transferee of Notes upon the request of such transferee Holder given in accordance with Section 6(c) hereof, to such Holder at the address set forth in such request. (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after its receipt thereof, file any amendments to the Shelf Registration Statement or supplements to the related Prospectus as are necessary to permit the Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2(d) hereof); provided, however, that (i) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period. (iii) Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. c. The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement effective continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until the earliest to occur of: (i) the last date on which in the opinion of counsel to the Company the holding period applicable to sales of all Transfer Restricted Securities under Rule 144(k) has expired; (ii) the date as of which all Transfer Restricted Securities have been transferred under Rule 144; and (iii) such date as of which all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company will, in order to fulfill its obligations and this Section 2(c): (x) subject to Section 2(d) and subject to the provisions of Section 2(b)(ii), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 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; and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period; provided, however, that nothing in this clause (z) shall be deemed to release a Holder from its obligation to comply with all applicable prospectus delivery requirements under the Securities Act. d. The Company may delay the initial effective date of the Shelf Registration Statement (provided that the Registration Default Payments set forth in Section 2(e) below shall nonetheless apply from the Effectiveness Deadline) or suspend the availability of the Shelf Registration Statement and the use of any Prospectus (the period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended herein referred to as the “Suspension Period”), without incurring any obligation to pay Registration Default Payments Damages pursuant to Section 2(e), for a period not to exceed: (i) 30 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or (iii) 90 days in the aggregate during any 12-month period, in each case only for valid business reasons, to be determined in good faith by the Company in its reasonable judgment (which shall not include the avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(k) hereof, if applicable. The first day of any Suspension Period must be at least two (2) trading days after the last day of any prior Suspension Period. e. The Company and the Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if: (i) the Shelf Registration Statement has not been declared effective by the SEC by the Effectiveness Deadline; or (ii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of the applicable Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds: (x) 30 consecutive days at any time; (y) 45 days in the aggregate in any three-month period; or (z) 90 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), provided that any suspension of the Shelf Registration Statement as a result of the time required by the SEC to declare effective a post-effective amendment to the Shelf Registration Statement in connection with the Company’s obligation to file such an amendment pursuant to Section 2(b)(ii) hereof shall not be included in the calculation of a Registration Default; the Company shall pay to each Notice Holder (who is also a Record Holder) during any period in which a Registration Default has occurred or is continuing, as partial relief (which remedy shall not be exclusive of any other remedies available at law or in equity), at a rate per annum (the “Registration Default Payments”) equal to one-half of one percent (50 basis points) per 30 day period of such Registration Default per $1,000 principal amount of Notes related to the Transfer Restricted Securities subject to such Shelf Registration Statement for the period up to and including April 1, 2010 during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Registration Default Payments will cease to accrue with respect to such Registration Defaults. All accrued Registration Default Payments shall be paid by the Company on each Registration Default Payments Payment Date in cash to the date of such cure and Registration Default Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding anything in the Agreement to the contrary, Registration Default Payments shall only be payable to Notice Holders. f. All of the Company’s obligations (including, without limitation, the obligation to pay Registration Default Payments) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are satisfied in full. Notwithstanding the foregoing, no Registration Default Payments shall accrue as to any Transfer Restricted Security from and after the earlier of: (i) the date such security is no longer outstanding. a Transfer Restricted Security; and (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a expiration of the Shelf Registration Statement pursuant to this AgreementPeriod. g. Immediately upon the occurrence or the termination of a Registration Default, the Company shall file give the Trustee, so long as the Notes remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to the Notes, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in an automatic shelf registration statement Officer’s Certificate (as such term is defined in Rule 405 the Indenture)), and prior to receipt of such Officer’s Certificate the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act Trustee and the rules transfer and regulations of paying agent shall be entitled to assume that no such commencement or termination has occurred, as the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementcase may be. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the The Company shall (a) as soon as reasonably practicable within sixty (60) days after the Effective Date, file with the SEC Commission a shelf Registration Statement registration statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering under the resale Securities Act on Form S-3 (or any successor form or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) and includes a Prospectus (the “Shelf Prospectus”) that permits the disposition of all Registrable Securities, Securities subject to the Shelf Registration Statement and shall (b) use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become effective no as promptly thereafter as practicable, but in any event not later than one hundred eighty (180) days after the expiration of Effective Date if the Lock-Up Period. Upon filing Company receives comments to the Shelf Registration Statement, Statement 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 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 keep such Shelf Registration Statement effective and to comply with the SEC at provisions of the Securities Act to, subject to Section 3.4, permit the disposition of all times Registrable Securities subject thereto during the period (the “Shelf Registration Statement Effective Period”) beginning on the date the staff of the Commission declares the Shelf Registration Statement effective and ending on the earliest to re-file occur of (i) 36 months after the effective date of such Shelf Registration Statement upon its expirationStatement, and (ii) the date on which all the Registrable Securities subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether thereto have been sold or not underwritten, by amending or supplementing the Prospectus related distributed pursuant to such Shelf Registration Statement as may be reasonably requested by or (iii) the Holders or as otherwise required, until such time as date when all Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement first become eligible for sale pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of 144 under the Securities Act and the rules and regulations of the SEC without volume limitation or other restrictions on transfer thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the The Company shall use its reasonable best efforts to file, not later than (i) 60 days after the date hereof (the “S-3 Shelf Filing Deadline”), a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities held by the Preferred Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file Form S-3 Shelf as of or prior to the S-3 Shelf Filing Deadline, a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”); provided that the Company shall use its commercially reasonable efforts to remain qualified to file the Form S-3 Shelf. (b) Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed of by the Preferred Investors or are no longer Registrable Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective with extend beyond the SEC at all times three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to re-file have such Shelf Registration Statement upon declared effective promptly (the period during which the Company shall use its expiration, and subject reasonable efforts to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing keep the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of continuously effective under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) Act in accordance with this Section 6.1 is referred to as the requirements of “Shelf Period”). In the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when event the Company is required files a Form S-1 Shelf (either prior to re-evaluate its WKSI status the Company determines that it is not S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a WKSIForm S-3 Shelf, the Company shall use its commercially reasonable best efforts to postconvert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible. (c) The Company shall promptly notify the Preferred Investors by e-effectively amend mail of the Automatic effectiveness of a Shelf Registration Statement after the Company telephonically confirms effectiveness with the SEC (but in no event more than two Business Days thereafter). The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the market, purchases or sales by brokers, underwritten offerings and privately negotiated transactions. The Company shall use its reasonable efforts to cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to a be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementeffective. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than Within 120 days after the expiration of the Lock-Up Perioddate hereof, the Company shall file with the SEC Commission a shelf Shelf Registration Statement (on Form S-3 relating to the extent permissibleoffer and sale of (i) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up PeriodRegistrable Securities and (ii) all shares of Company Common Stock that the Company is requested to register under the Existing Shareholder Agreement. Upon filing the Shelf Registration StatementThereafter, the Company shall use its reasonable best efforts to keep cause such Shelf Registration Statement to be declared effective with within 180 days after the SEC at all times and date hereof. The Company shall use its reasonable best efforts to re-file such keep the Shelf Registration Statement upon its expirationcontinuously effective, and subject to Sections 3(f) and (gthe other provisions of this Section 1.02(a), in order to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing permit the Prospectus related prospectus included therein to such Shelf Registration Statement as may be reasonably requested lawfully delivered by the Holders or as otherwise requiredof the relevant Registrable Securities, until the second anniversary of the date hereof or such time as shorter period that will terminate when all the Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold pursuant thereto or are no longer cease to be outstanding. (ii) If . The Company shall use its reasonable best efforts to cause the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementand the related prospectus and any amendment or supplement thereto, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic effective date of the Shelf Registration Statement”, amendment or supplement, (i) to comply in accordance all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunderCommission 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading (other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein). The filing of the Shelf Registration Statement and the causing of the Shelf Registration Statement to be declared effective shall be at the Company’s own expense as provided in Section 1.02(c). Notwithstanding any other provision of this Agreement to the contrary, if there is (i) material non-public information regarding the Company which the Company’s Board of Directors reasonably determines to be significantly disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such time, (ii) there is a significant business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, share exchange, tender offer or other similar transaction) available to the Company which the Board reasonably determines to be significantly disadvantageous for the Company to disclose or (iii) there is any other event or condition of similar significance to the Company that covers the Board reasonably determines to be significantly disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such time (each, a “Disadvantageous Condition”), and the Company’s Board of Directors shall adopt a resolution setting forth in reasonable detail the Disadvantageous Condition (giving due regard to any confidentiality or competitive considerations), then the Company shall not be required to file any amendment or supplement required to maintain the effectiveness of the Shelf Registration until the earlier of (x) 120 days following the date such resolution was adopted and (y) the date such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders) and upon receipt of any such notice of a Disadvantageous Condition all Holders selling securities pursuant to the Shelf Registration Statement shall discontinue use of the prospectus contained in the Shelf Registration Statement and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such Holder’s possession, of the prospectus then covering such Registrable SecuritiesSecurities current at the time of receipt of such notice. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that use it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend cause a Disadvantageous Condition to cease to apply as soon as practicable after the Automatic Company’s Board of Directors determines that a Disadvantageous Condition applies. The Company may not suspend the effectiveness or availability of the Shelf Registration Statement pursuant to this Section 1.02(a) for more than 120 consecutive days. Within 20 days after receiving a Shelf Registration Statement that is not automatically effective or file notice of a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3Disadvantageous Condition, the Company applicable Requesting Holders may withdraw any outstanding Demand Request by giving written notice thereof to the Company, and, if withdrawn, such Demand Request shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale be deemed not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablebeen made for purposes of this Agreement.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 Subject to the extent permissible) (a “Shelf terms and conditions of this Registration Statement”) covering Rights Agreement and Nasdaq’s receipt of information from the resale of all Registrable SecuritiesHolders that is required by applicable law to be included regarding such Holders or is reasonably requested by Nasdaq, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company Nasdaq shall use its reasonable best efforts to keep such Shelf file, within two Business Days after the Registration Statement effective Date, a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 (or successor provision) under the Securities Act (together with the SEC at all times and to re-file such Shelf Registration Statement upon its expirationany amendments thereto, and subject to Sections 3(f) and (g), to cooperate in including any shelf take-down, whether or not underwritten, documents incorporated by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementreference therein, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements ), which Shelf Registration Statement shall provide for resales of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all such Registrable Securities to (and which shall be registered pursuant to an Automatic Shelf Registration Statement if Nasdaq is a WKSI at the time of filing of such filing), registering all Registrable Securities then held by the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisHolders. If at any time following the filing of an Automatic that a Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not in effect, if a WKSIwritten request made by the Initiating Holders under Section 2.1(a) hereof specifies that the intended manner of disposition of Registrable Securities is to be made by means of a shelf registration providing for resales of such Registrable Securities, the Company Nasdaq shall use its reasonable best efforts to post-effectively amend effect, as soon as reasonably practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be so registered in accordance with Section 2.1(a) pursuant to a Shelf Registration Statement, which Shelf Registration Statement shall provide for resales of such Registrable Securities (and which shall be an Automatic Shelf Registration Statement if Nasdaq is a WKSI at the time of such filing). Nasdaq may satisfy its obligations with respect to the filing of any Shelf Registration Statement pursuant to this Section 2.1(b) by filing with the SEC and providing the applicable Holders with a prospectus supplement under a “universal” or other shelf registration statement of Nasdaq that also registers sales of securities for the account of Nasdaq or other holders (provided, for the avoidance of doubt, that Nasdaq shall comply with all of its other obligations under this Registration Rights Agreement with respect to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement). (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No As soon as practicable but no later than fifteen (15) Business Days after the expiration of date hereof (the Lock-Up Period“Filing Date”), the Company shall prepare and file with (or confidentially submit to) the SEC Commission a shelf Registration Statement registration statement under Rule 415 of the Securities Act (on Form S-3 to the extent permissible) (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities, Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to cause have such registration statement to become Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the expiration 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. Such Shelf Registration Statement shall provide for the resale of the Lock-Up PeriodRegistrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Upon filing The Company shall maintain the 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. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable best efforts to keep convert such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that on Form S-3 as soon as practicable after the Company becomes ineligible is eligible to use Form S-3. (b) Subject to Section 2.3 and Section 2.4, (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Initial Stockholders or the transferees of the Initial Stockholders, or (ii) Cantor or its designees (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 two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall file a give written notice (the “shelf” registration statement Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on Form S-1 registering 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 resale not later than thirty inclusion in such Shelf Underwriting (30which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) calendar within five (5) days after the date receipt of such ineligibility the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best 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(b) with respect to any or all Registrable Securities, including one (1) Shelf Underwriting on behalf of Cantor; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement declared effective as promptly as practicablestatement, prospectus and other offering documentation related to the Underwritten Block Trade.

Shelf Registration Statement. (a) The Company shall: (i) No later prepare and, no more than 90 days after the expiration date of the Lock-Up Periodthis Agreement, the Company shall file with the SEC a shelf Registration Statement in respect of all the Registrable Securities on an appropriate form for a secondary offering to be made on a continuous basis by the Company pursuant to Rule 415 (on Form S-3 to the extent permissible) (a “"Shelf Registration Statement”"); and (ii) covering the resale of all Registrable Securitiessubject to Section 3 hereof, and shall use reasonable its best efforts to cause such registration statement the Shelf Registration Statement to become effective no later than as soon as practicable after such filing. In addition to the expiration Registrable Securities, the Company may include in the Shelf Registration Statement shares of Common Stock held by any holder of equity securities of the Lock-Up Company or any securities convertible into or exercisable or exchangeable for such equity securities, which holder is entitled by written agreement with the Company to have some or all of such securities included in the Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective at all times until such date as is the earlier of: (i) the date on which all of the Registrable Securities have been sold, (ii) the date on which all of the Registrable Securities may be immediately sold to the public without registration conditions or limitations whatsoever (including limitations or restrictions related to affiliates), whether pursuant to Rule 144 or otherwise, and (iii) subject to this Section and Section 3, the date which is two years after the date hereof. (The period of time commencing on the date the Shelf Registration Statement is declared effective and, subject to this Section and Section 3, ending on the earliest of the foregoing dates is referred to as the "Registration Period.") Subject to Section 3 hereof, the Company shall use its best efforts to amend or supplement the Prospectus contained in the Shelf Registration Statement in order to permit such Prospectus to be lawfully delivered until the end of the Registration Period. Upon filing The Registration Period shall be extended by duration of (i) any period during which a Holder is unable to utilize the Prospectus until the Company amends or supplements the related Registration Statement pursuant to Section 4(h), and (ii) any Blackout Period. (c) In addition to complying with the requirements of Section 4, in connection with the Shelf Registration Statement, the Company shall use its reasonable best efforts (i) mail to each Holder a copy of the Prospectus forming part of the Shelf Registration Statement, and (ii) otherwise comply in all respects with all applicable federal securities laws, rules and regulations. (d) Each Holder shall notify the Company at least five business days prior to any sale of Registrable Securities by such Holder pursuant to the Shelf Registration Statement. During such five-day period, the Company shall have the right to notify Holder that the Holder may not sell Registrable Securities pursuant to the Shelf Registration Statement due to either a Blackout Period or Holdback Period then being in effect or then being invoked. Upon such notice being provided, Holder shall not sell any Registrable Securities pursuant to the Shelf Registration Statement until the Company has notified Holder that the Blackout Period or Holdback Period, as applicable, is no longer in effect. (e) Subject to Sections 3 and 4 hereof, the Company shall promptly supplement or amend the Shelf Registration Statement if required by the Securities Act to keep such Shelf Registration Statement effective with during the SEC at all times and to re-file such Shelf Registration Statement upon its expirationPeriod, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be if reasonably requested by the Holders or as otherwise required, until such time as all of at least 30% of the Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement then transferable pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new such Shelf Registration Statement. (iiif) To Each Holder shall notify the extent Company promptly, but in any event within three business days, after the date on which all Registrable Securities owned by such Holder have been sold by such Holder so that the Company becomes ineligible may comply with its obligation to use Form S-3, terminate the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date Shelf Registration Statement in accordance with Item 512 of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.Regulation S-K.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (iib) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iiic) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. As soon as reasonably practicable after the date hereof and in any event within five (i5) No later than business days following the expiration consummation of the Lock-Up PeriodAcquisition, the Company Parent shall prepare and file with the SEC a shelf Registration Statement (on Form S-3 registration statement, relating to the extent permissibleoffer and sale by the Stockholders receiving Shares in the Merger (including the Escrow Agent) (the "Selling Stockholders") at any time and from time to time on a “Shelf delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of all the Shares (the "Registration Statement”) covering "). If, at the resale time of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration filing of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, Parent shall use its reasonable best efforts to keep such Shelf have the Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable (with such date on which the Registration Statement becomes effective referred to as the "Effective Date"). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon oral receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Stockholders' Agent a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the purposes of such Registration, in form and substance reasonably acceptable to the Stockholders' Agent, addressed to the Stockholders' Agent, in such capacity as a representative of the Stockholders receiving Shares in the Merger, including, confirming that the Registration Statement is effective and that all of the Shares have been duly registered and, subject to the transfer restrictions contained in this Agreement, are freely transferable and that all of the shares have been admitted for listing on the NASDAQ Stock Market.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders of Registrable Securities or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall Issuers shall: (i) comply with all the provisions of Section 6(c) below and use its their respective commercially reasonable best efforts to keep effect such Shelf registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuers pursuant to Section 4(b) hereof), and pursuant thereto the Issuers shall prepare and file with the Commission a Registration Statement effective relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the SEC at all times intended method or methods of distribution thereof within the time periods and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate otherwise in any shelf take-down, whether or not underwritten, by amending or supplementing accordance with the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstandingprovisions hereof. (ii) If issue, upon the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a request of any Holder or purchaser of Securities covered by any Shelf Registration Statement pursuant to contemplated by this Agreement, Exchange Securities having an aggregate liquidation amount equal to the Company shall file an automatic shelf registration statement (as defined in Rule 405 aggregate liquidation amount of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered sold pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and surrendered to the Trust for cancellation; the Trust shall not elect to pay any portion of register Exchange Securities on the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when for this purpose and issue the Company is required Exchange Securities to re-evaluate its WKSI status the Company determines that it is not a WKSI, purchaser(s) of securities subject to the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementin the names as such purchaser(s) shall designate. (iii) To make available, at reasonable times, for inspection by each Holder eligible to include Securities in the extent that Shelf Registration Statement and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company becomes ineligible Issuers and cause the respective Issuers' officers, directors and employees to use Form S-3supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the Company shall file filing thereof and prior to its effectiveness; (iv) if requested by any Holders eligible to include Securities in the Shelf Registration Statement in connection with a “shelf” registration statement on Form S-1 registering sale or any Affiliated Market Maker, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the Registrable Securities for resale not later than thirty (30) calendar days "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the date Issuers are notified of the matters to be included in such ineligibility and use its reasonable best efforts to have such registration statement declared Prospectus supplement or post-effective as promptly as practicableamendment.

Shelf Registration Statement. (ia) No The Company: (A) shall cause to be filed with the SEC, on or before October 31, 2001, a shelf registration statement (the "SHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act, relating solely to the 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 and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than January 31, 2002; provided, however, that no Holder (other than the expiration 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 bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the 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 Lock-Up 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 (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or such shorter period 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 file with first furnish to each Holder of Registrable Securities participating in such Shelf Registration (i) 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 (ii) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities were sold in a shelf Registration Statement (on Form S-3 public sale other than pursuant to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and an effective registration statement. The Company shall use reasonable be deemed not to have used its best efforts to cause such registration statement to become keep the Registration Statement effective no later than the expiration of the Lock-Up Period. Upon filing during the Shelf Registration StatementPeriod 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. (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 use its reasonable best efforts cause to keep such be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement effective 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 SEC at all times and to re-file such Shelf Registration Statement upon its expirationCompany, and subject to Sections 3(f) and the approval of such Majority Holders (g), to cooperate in any shelf take-down, whether or such approval not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementunreasonably withheld). (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company The Issuers shall file with the SEC Commission a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (on Form S-3 to the extent permissible) (a “Initial Shelf Registration Statement”) covering the resale of all Registrable Securities, and ). The Issuers shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective file with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing Commission the Prospectus related to such Initial Shelf Registration Statement as may promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be reasonably requested on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after the Company determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is one year from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are no longer outstanding. cease to be outstanding or (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Subsequent Shelf Registration Statement pursuant to this Agreement, covering all of the Company shall file Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an automatic shelf registration statement (as defined in Rule 405 of earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) on Form S-3 (an “Automatic the Effectiveness Period in respect of the Initial Shelf Registration Statement”) in accordance 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 Act and as otherwise provided herein and (ii) the rules and regulations Company may suspend the effectiveness of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Initial Shelf Registration Statement at by written notice to the time Holders solely as a result of the filing of a post-effective amendment to the Automatic Initial Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to rewhere such post-evaluate its WKSI status the Company determines that it effective amendment is not a WKSI, the Company shall use its reasonable best efforts yet effective and needs to post-effectively amend the Automatic Shelf Registration Statement be declared effective to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible permit holders to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablerelated Prospectus.

Shelf Registration Statement. (ia) No The Company shall, as soon as practicable after the Closing, but in any event within fifteen (15) calendar days after the Closing (or such later than the expiration of the Lock-Up Period, date as mutually agreed in writing by the Company shall and the Holders), file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering ), under the Securities Act to permit the public resale of all the Registrable Securities, Securities by the Holders from time to time as permitted by Rule 415 under the Securities Act and shall use commercially reasonable best efforts to cause such registration statement Registration Statement to become or be declared effective no later than as soon as practicable after the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statementthereof, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, including by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file filing an automatic shelf registration statement (as defined that becomes effective upon filing with the Commission in accordance with Rule 405 462(e) under the Securities Act to the extent the Company is then a WKSI. Following the effective date of the Securities ActShelf Registration Statement or when a supplement to any prospectus forming a part of the Shelf Registration Statement has been filed, the Company shall notify the Holders of the effectiveness of the Shelf Registration Statement. (b) The Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Corporation, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities and shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (an “Automatic or any successor or similar rule adopted by the Commission then in effect) at any time beginning on the effective date for the Shelf Registration Statement. The Shelf Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to the Holders and requested by the Holders. (c) The Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that the Shelf Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities by the Holders until all of the Registrable Securities have ceased to be Registrable Securities or the earlier termination of this Agreement (as to all Holders) pursuant to Section 5.2 (the “Effectiveness Period”). (d) When the Shelf Registration Statement is effective, (i) such Registration Statement (including the documents incorporated therein by reference) will comply as to form in accordance all material respects with the all applicable requirements of the Securities Act and the rules Exchange Act and regulations will not contain an untrue statement of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities a material fact or omit to state a material fact required to be registered pursuant stated therein or necessary to an Automatic Shelf Registration Statement at make the time statements therein not misleading and (ii) in the case of filing of any prospectus contained in the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement, such prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than Promptly following the expiration earlier to occur of (x) the Lock-Up PeriodSubsequent Common Closing, (y) the CFIUS Turndown and (z) May 7, 2023, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than three months after the expiration of the Lock-Up Perioddate hereof. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expirationexpiration (if any), and subject to Sections 3(f) 2.6 and (g)2.7, to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (iib) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iiic) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 (or a post-effective amendment on Form S-1 if a Shelf Registration Statement is then effective) registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement (or post-effective amendment) declared effective as promptly as practicable.

Shelf Registration Statement. (i) No As soon as reasonably practicable after the Closing Date and in any event not later than the expiration seven (7) Business Days of the Lock-Up PeriodClosing Date, the Company Computer Sciences GS shall file with the SEC a shelf Registration Statement for a Shelf Registration on Form S-1 covering the resale of all Stockholder Registrable Securities on a delayed or continuous basis (the “Form S-1 Shelf”). In the event that Computer Sciences GS becomes eligible to use Form S-3 under the Securities Act after twelve (12) calendar months following the Closing Date, Computer Sciences GS shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Shelf Registration on Form S-3 to the extent permissible) (a “Form S-3 Shelf” and together with the Form S-1 Shelf, the “Shelf Registration Statement”) covering ). Subject to the resale terms of all Registrable Securitiesthis Agreement, including any applicable Blackout Period, Computer Sciences GS shall respond to any comments from the SEC as promptly as practicable and use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof and shall use its commercially reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Stockholder Registrable Securities covered by such Registration Statement are no longer Stockholder Registrable Securities (the period during which Computer Sciences GS 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”). Computer Sciences GS shall notify the holders of Stockholder Registrable Securities named in the Shelf Registration Statement via facsimile or by email of the effectiveness of a Form S-1 Shelf promptly once Computer Sciences GS telephonically confirms effectiveness with the SEC. Computer Sciences GS shall file a final Prospectus with the SEC at all times and to re-file the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as shall provide for all permitted means of disposition of Stockholder Registrable Securities that could be sold requested in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities writing to be registered pursuant to an Automatic Shelf Registration Statement at included therein by Providence including, if so requested in writing by Providence, firm commitment underwritten public offerings, agented transactions, sales directly into the time of filing of the Automatic Shelf Registration Statement market, purchases or sales by brokers and shall sales not elect to pay any portion of the registration fee on involving a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementpublic offering. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall agrees to use commercially reasonable efforts to submit to or file with the SEC within thirty (30) days after the Closing Date a shelf Registration Statement (registration statement on Form S-3 S-1 or such other form of registration statement as is then available to effect a registration under the extent permissible) Securities Act permitting the offer and resale of Registrable Securities from time to time under Rule 415 under the Securities Act (a the “Shelf Registration Statement”), and shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof but no later than the earlier of (a) covering the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing; and the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. A Registration Statement filed pursuant to this Section 3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, any Holder pursuant to its review of such Registration Statement under Section 6.1(k) of this Agreement. The Company shall use its commercially reasonable efforts to effect any such Shelf Registration Statement and to keep it continuously effective until such date on which the securities covered by such Shelf Registration Statement are no longer Registrable Securities. During the period that the Shelf Registration Statement is effective, the Company shall supplement or make amendments to the Shelf Registration Statement to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all securities covered by such Shelf Registration Statement have ceased to be Registrable Securities, and shall use reasonable best efforts . (b) With respect to cause such a Demand Registration Notice to be delivered at any time after the first date on which the Company is eligible to file a registration statement to become effective no later than under the expiration of the Lock-Up Period. Upon filing the Shelf Securities Act on Form S-3 or such similar or successor form as may be appropriate (an “S-3 Registration Statement”), a Demanding Holder may include in the Demand Registration Notice a request that the Company effect an S-3 Registration Statement. In such event, the Company shall use its reasonable best efforts be required to keep effect an S-3 Registration Statement, subject to the conditions and in accordance with the terms hereof, unless at the time of such request, Form S-3 or such similar or successor form is not available to the Company for such offering. (c) At any time and from time to time after the effectiveness of a Shelf Registration Statement or S-3 Registration Statement (and, during the Transfer Restriction Period, subject to the provisions of Article III of the Stockholders Agreement), any Holder with Registrable Securities included on such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf or S-3 Registration Statement upon (a “Takedown Holder”) may request to sell all or any portion of its expiration, and subject to Sections 3(f) and (g), to cooperate Registrable Securities included thereon in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related an underwritten offering that is registered pursuant to such Shelf Registration Statement as may or S-3 Registration Statement (an “Underwritten Shelf Takedown”); provided that such Takedown Holder(s) will be reasonably requested by entitled to make such request only if (x) the Holders or as otherwise required, until such time as all Registrable Securities that could total offering price of the Shares to be sold in such Shelf Registration Statement have been offering (before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $50 million or (y) the Shares to be sold or are no longer outstanding. (ii) If in such offering will not exceed $50 million but represent all of the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementremaining Registrable Securities held by the Takedown Holder(s). Notwithstanding the foregoing, the Company shall file only be obligated to effect one Underwritten Shelf Takedown within any 90-day period. Any requests for an automatic shelf registration statement Underwritten Shelf Takedown shall be made by giving written notice to the Company (as defined in Rule 405 of the Securities Act) on Form S-3 (an a “Automatic Shelf Registration StatementTakedown Request Notice”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities). The Company Takedown Request Notice shall pay specify the registration fee for all approximate number of Registrable Securities to be registered pursuant to an Automatic sold in the Underwritten Shelf Registration Statement at the time Takedown. Within five (5) calendar days after receipt of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSITakedown Request Notice, the Company shall use its reasonable best efforts give written notice of the requested Underwritten Shelf Takedown (the “Takedown Offer Notice”) to post-effectively amend all other Holders and, subject to the Automatic provisions of Section 3.1(e) hereof, shall include in the Underwritten Shelf Registration Statement Takedown all Registrable Securities with respect to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that which the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities has received written requests for resale not later than thirty inclusion therein within three (303) calendar days after sending the date Takedown Offer Notice. (d) Notwithstanding any other provision of this Section 3.1, if the managing underwriter or underwriters advises the Company that in the opinion of such ineligibility underwriter(s), the distribution of all of the Registrable Securities requested to be sold in an Underwritten Shelf Takedown would materially and use its reasonable best efforts adversely affect the proposed offering price, timing, distribution method or probability of success of such offering, then the number of Registrable Securities that may be included in such Underwritten Shelf Takedown shall be allocated (A) first, to have the Takedown Holders and the other Holders electing to sell their Registrable Securities pursuant to the Takedown Offer Notice, on a pro rata basis based on the relative number of Registrable Securities then held by each such registration statement declared effective Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as promptly as practicableapplicable; and (B) second, to the other persons proposing to sell securities in such Underwritten Shelf Takedown, if any; provided, however, that the number of Registrable Securities to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are entirely excluded from such Underwritten Shelf Takedown.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the ‌ The Company shall use its reasonable best efforts to file, not later than (i) 60 days after the date hereof (the “S-3 Shelf Filing Deadline”), a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities held by the Preferred Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file Form S-3 Shelf as of or prior to the S-3 Shelf Filing Deadline, a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”); provided that the Company shall use its commercially reasonable efforts to remain qualified to file the Form S-3 Shelf.‌ Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed of by the Preferred Investors or are no longer Registrable Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective with extend beyond the SEC at all times three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to re-file have such Shelf Registration Statement upon declared effective promptly (the period during which the Company shall use its expiration, and subject reasonable efforts to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing keep the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of continuously effective under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) Act in accordance with this Section 6.1 is referred to as the requirements of “Shelf Period”). In the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when event the Company is required files a Form S-1 Shelf (either prior to re-evaluate its WKSI status the Company determines that it is not S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a WKSIForm S-3 Shelf, the Company shall use its commercially reasonable best efforts to postconvert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible.‌ The Company shall promptly notify the Preferred Investors by e-effectively amend mail of the Automatic effectiveness of a Shelf Registration Statement after the Company telephonically confirms effectiveness with the SEC (but in no event more than two Business Days thereafter). The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the market, purchases or sales by brokers, underwritten offerings and privately negotiated transactions. The Company shall use its reasonable efforts to cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to a be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementeffective. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. In the event that (i) No later than the expiration Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law, rule, regulation or order or interpretation of the Lock-Up PeriodStaff, (ii) the Exchange Offer is not for any other reason completed by March 27, 2006 or (iii) upon completion of the Exchange Offer, and upon the request of the Initial Purchaser, with respect to the Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by such Initial Purchaser following consummation of the Exchange Offer, the Company and the Guarantors shall file with use their commercially reasonable efforts to (x) cause to be filed as soon as practicable after such determination, date or request, as the SEC case may be, a shelf Shelf Registration Statement (on Form S-3 to providing for the extent permissible) (a “Shelf Registration Statement”) covering the resale sale of all the Registrable Securities, Securities by the Holders thereof and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep (y) have such Shelf Registration Statement declared effective with by the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing as promptly as practicable after it is filed. In the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities event that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated and the Guarantors are required to file a Shelf Registration Statement pursuant to this Agreementclause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have declared effective by the SEC both an automatic shelf registration statement Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchaser after completion of the Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) (or any similar rule then in force, but not Rule 144A) under the Securities Act with respect to the Registrable Securities or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement or (ii) are no longer restricted securities, as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of 144 under the Securities Act and or any successor rule thereof (the rules and regulations of foregoing, the SEC thereunder, that covers the Registrable Securities“Shelf Effectiveness Period”). The Company shall pay and the registration fee for all Registrable Securities Guarantors further agree to be registered pursuant to an Automatic Shelf Registration Statement at supplement or amend the time of filing of the Automatic Shelf Registration Statement and shall not elect the related Prospectus, if required by the rules, regulations or instructions applicable to pay any portion of the registration fee on a deferred basis. If at any time following form used by the filing of an Automatic Company and the Guarantors for such Shelf Registration Statement when or by the Company is required to re-evaluate its WKSI status Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by the Company determines that it is not a WKSI, Initial Purchaser or by the Company shall use its reasonable best efforts to post-effectively amend Trustee on behalf of the Automatic Holders of the Registrable Securities covered by such Shelf Registration Statement with respect to a information relating to such Holders, and to use their commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To and Prospectus to become usable as soon as thereafter practicable. The Company and the extent that Guarantors agree to furnish to the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Holders of Registrable Securities for resale not later than thirty (30) calendar days copies of any such supplement or amendment promptly after its being used or filed with the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableSEC.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall shall: (i) comply with all the provisions of Section 7(c) below and use its commercially reasonable best efforts to keep effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and (ii) issue, upon the request of any Holder or purchaser of Initial Securities covered by any Shelf Registration Statement effective with the SEC at contemplated by this Agreement; provided that such Holder provides all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be documentation reasonably requested by the Holders or as otherwise requiredCompany in connection with such issuance, until such time as all Registrable a number of Exchange Securities that could be equal to the number of Initial Securities sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall not elect to pay any portion of register Exchange Securities on the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when for this purpose and issue the Company is required Exchange Securities to re-evaluate its WKSI status the Company determines that it is not a WKSI, purchaser(s) of securities subject to the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementin the names as such purchaser(s) shall designate. (iii) To At any time after the extent that effectiveness of the Shelf Registration Statement, if the Company becomes ineligible determines in good faith for valid business reasons not to use Form S-3disclose the existence of or facts surrounding any proposed or pending material corporate transaction or other material development involving the Company, the Company may allow the Shelf Registration Statement to fail to be effective or the Prospectus contained therein to be unusable as a result of such nondisclosure for up to forty-five (45) days in any three-month period or ninety (90) days in any year during the two-year period of effectiveness required by Section 4 hereof and no Share Cancellation will be required as a result of any such Shelf Registration Statement failing to be effective or any such Prospectus being unusuable pursuant to this Section 7(b)(iii). Upon the occurrence of a transaction or development described above, the Company shall file a “shelf” registration statement on Form S-1 registering notify the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective Holders as promptly as practicablepracticable and, if requested by such Holders, confirm such notice in writing.

Shelf Registration Statement. (ia) No later than Subject to Section 4.1(d), and further subject to the expiration availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Lock-Up PeriodCompany, as soon as practicable after it is initially eligible to do so, the Company shall file file, and use its reasonable best efforts to cause to be declared effective by the SEC as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities owned by the Stockholders and their respective Affiliates in accordance with the SEC a shelf Registration Statement (on plan and method of distribution set forth in the prospectus included in such Form S-3 to the extent permissible) (a “Shelf Registration Statement”). (b) covering On a day (the resale of all “Shelf Notice Date”) that is at least twenty (20) Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “Shelf Notice”) thereof to each Stockholder that holds Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration Securities as of the Lock-Up PeriodShelf Notice Date. Upon filing Each Stockholder will have the right to include its Registrable Securities and the Registrable Securities of its Affiliates in the Shelf Registration StatementStatement by delivering to the Company a written request to so include such Registrable Securities within ten (10) calendar days after the Shelf Notice is received by any such Stockholder. (c) Subject to Section 4.1(d), the Company shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective with the SEC at all times and to re(including by filing any necessary post-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related effective amendments to such Shelf Registration Statement as may be reasonably requested by or one or more successor Shelf Registration Statements) until the Holders or as otherwise required, until such time as date on which all Registrable Securities that could be sold in such 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, or are no longer outstandingotherwise cease to be Registrable Securities. (iid) If Notwithstanding anything to the Company is a well-known seasoned issuer (as defined contrary contained in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined be entitled, from time to time, by providing written notice to the Stockholders who elected to participate in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at (which notice shall provide reasonable detail regarding the time of filing basis for the Blackout Period), to require such Stockholders and their respective Affiliates to suspend the use of the Automatic prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and shall not elect to pay without any portion of the registration fee on further request from a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIStockholder, the Company shall use its reasonable best efforts immediately notify all such Stockholders and, to the extent necessary, shall as promptly as practicable prepare a post-effectively amend effective amendment or supplement to the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or the prospectus, or any document incorporated therein by reference, or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible any other required document so that, as thereafter delivered to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering purchasers of the Registrable Securities for resale included therein, the prospectus will not later than thirty (30) calendar days after include an untrue statement of a material fact or omit to state any material fact necessary to make the date statements therein, in the light of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablethe circumstances under which they were made, not misleading.

Shelf Registration Statement. The Issuer agrees that, as soon as practicable but no later than (i) No later than forty-five (45) calendar days following the expiration of Merger Closing Date and (ii) ninety (90) calendar days following the Lock-Up PeriodIssuer’s most recent fiscal year end (the date the Registration Statement (as defined below) is actually filed, the Company shall “Filing Date”), the Issuer will file with the SEC Commission (at the Issuer’s sole cost and expense) a shelf Registration Statement registration statement registering the resale of the Acquired Shares (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities), and the Issuer shall use its commercially reasonable best efforts to cause such registration statement to become have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the expiration earlier of (i) the 90th calendar day following the Filing Date if the Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the 10th business day after the date the Issuer is notified in writing 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 the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Lock-Up Period. Upon filing Issuer held by Subscriber and the Shelf Registration Statement, intended method of disposition of the Company Acquired Shares as shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders Issuer to effect the registration of the Acquired Shares, and Subscriber shall use reasonable efforts to execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as otherwise requiredpermitted hereunder. Following the Effectiveness Date, until such time if the transfer restrictions as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or set forth on Exhibit A to this Subscription Agreement are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of required by the Securities Act and the rules and regulations or any applicable state securities laws, upon request of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSISubscriber, the Company Issuer shall use its commercially reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts cooperate with Subscriber to have such registration statement declared effective as promptly as practicabletransfer restrictions removed, including providing authorization to the Issuer’s transfer agent.

Shelf Registration Statement. (ia) No Following the Closing Date, the Company shall as promptly as reasonably practicable prepare, and not later than the expiration of 20th day following the Lock-Up PeriodClosing Date (the “Filing Deadline”), the Company shall file with the SEC a shelf Shelf Registration Statement (on Form S-3 relating to the extent permissible) (a “offer and sale of the Registrable Securities by the Investors from time to time in accordance with the methods of distribution elected by such Investors and set forth in such Shelf Registration Statement”) covering the resale of all Registrable SecuritiesStatement and, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statementthereafter, the Company shall use its reasonable best efforts to keep cause such Shelf Registration Statement to be declared effective with under the SEC at all times and to re-file Securities Act as promptly as reasonably practicable after the filing thereof, but in no event later than the 90th day following the Filing Deadline (the “Effectiveness Deadline”). For the avoidance of doubt, such Shelf Registration Statement upon its expirationshall include all shares of Common Stock issued on the Closing Date and all Conversion Shares. (b) So long as there continue to be Registrable Securities, and subject the Company shall use commercially reasonable efforts to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing keep the Prospectus related to such Shelf Registration Statement as continuously effective in order to permit the Prospectus forming a part thereof to be lawfully delivered by the Investors. Notwithstanding the foregoing, there may be reasonably requested by periods of time in which the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such use of the Shelf Registration Statement have been sold or are no longer outstanding. (ii) If may be restricted due to applicable Law, including the Securities Act. Upon the occurrence of any such restriction, the Company is a well-known seasoned issuer shall give prompt notice to the Investors of such restriction (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement 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. (c) In the event an offering of shares of Registrable Securities involves one or more Underwriters, the Investors shall select the lead Underwriter and any additional Underwriters in connection with the offering from a list of investment banks reasonably agreed to between the Company and the Investors holding Registrable Securities. (d) Notwithstanding any provisions of this Agreement to the contrary, the Company shall file an automatic shelf registration statement (cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as defined in Rule 405 of the Securities Act) date on Form S-3 (an “Automatic which the SEC declares the Shelf Registration Statement”Statement effective, (i) to comply in accordance all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be registered pursuant stated therein or necessary in order to an Automatic Shelf Registration Statement at make the time of filing statements therein, in light of the Automatic Shelf Registration Statement and shall circumstances under which they are made, not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementmisleading. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than Promptly, but in any event within forty-five (45) days from the expiration of the Lock-Up Perioddate hereof, the Company shall file with the SEC a shelf Registration Statement (registration statement on Form S-3 F-1 or any successor form thereto to register all of the extent permissibleRegistrable Securities of the Holders (which registration statement shall be amended, converted or replaced, as provided in the following sentence, with a registration statement on Form F-3 or any successor form thereto (“Form F-3”)) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a the “Shelf Registration Statement”) covering ); provided, however, that notwithstanding the resale foregoing, the Company shall be entitled to delay the filing of all Registrable Securitiesthe Shelf Registration Statement until such time as any financial statements required by Applicable Law are available for inclusion in the Shelf Registration Statement. The Company shall cause the Shelf Registration Statement to be amended and/or converted to, and or replaced with, a registration on Form F-3 as promptly as reasonably practicable after the Company becomes eligible to use Form F-3 under Applicable Law. The Company shall use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing date, the Shelf Registration StatementStatement relating to the offer and sale, from time to time, of an amount of Registrable Securities then held and specified by such Demand Shareholders (and including Registrable Securities held by the Escrow Agent) that equals or is greater than the Registrable Amount and including a plan and method of distribution substantially in the form of Exhibit A or as otherwise specified. (b) Subject to Section 1.3(c), the Company shall will use its reasonable best efforts to keep such a Shelf Registration Statement continuously effective with until the SEC at earlier of (i) the date on which all times and to re-file such Registrable Securities covered by the Shelf Registration Statement upon its expirationhave 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 3.1. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, 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 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, the Company shall deliver a notice of such expiration to Holders of Registrable Securities and without any further request from a Holder of Registrable Securities, 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. (d) If one or more Demand Shareholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demand Shareholder(s) intend to sell at least a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), the Company shall promptly, and subject to Sections 3(fin a manner reasonably agreed with such Demand Shareholder(s) and (g), to cooperate in any shelf take-down, whether amend or not underwritten, by amending or supplementing supplement the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. The Demand Shareholders shall have the right to request the number of Shelf Offerings provided for in Section 1.1(c). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If Company and the Company is a well-known seasoned issuer (as defined in Rule 405) underwriters (a “WKSIMarketed Underwritten Shelf Offering”) at a time when it ), unless the Take-Down Notice is obligated to file a executed by or on behalf of all the Demand Shareholders (even if all the Demand Shareholders are not participating in such Marketed Underwritten Shelf Registration Statement pursuant to this AgreementOffering), the Company shall file an automatic shelf registration statement (as defined in Rule 405 of forward the Take-Down Notice to all other Demand Shareholders whose Registrable Securities Act) are included on Form S-3 (an “Automatic the Shelf Registration Statement”Statement and the Company and such proposing Demand Shareholder(s) shall permit each such other Demand Shareholder to include (but only on a pro rata basis with the proposing Demand Shareholder based on the relative number of Registrable Shares then held by each such Demand Shareholder) its Registrable Securities (including, in the case of SL Sponsor, Registrable Securities held by the Escrow Agent in an amount determined in accordance with the requirements Management Shareholders Agreement) included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such other Demand Shareholder notifies the proposing Demand Shareholder(s) and the Company within two (2) days after delivery of the Take-Down Notice to such other Demand Shareholder. In connection with any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering (a “Non-Marketed Underwritten Shelf Offering”), the Company shall forward the Take-Down Notice to all other Demand Shareholders whose Registrable Securities Act are included on the Shelf Registration Statement and the rules Company and regulations such proposing Demand Shareholder(s) shall permit each such other Demand Shareholder to include (but only on a pro rata basis with the proposing Demand Shareholder based on the relative number of Registrable Shares then held by each such Demand Shareholder) its Registrable Securities (including, in the case of SL Sponsor, Registrable Securities held by the Escrow Agent in an amount determined in accordance with the Management Shareholders Agreement) included on the Shelf Registration Statement in the Non-Marketed Underwritten Shelf Offering if such other Demand Shareholder notifies the proposing Demand Shareholder(s) and the Company within 24 hours of receiving the Take-Down Notice. (e) For the avoidance of doubt, no Other Holders (except the Escrow Agent on behalf of the SEC thereunderManagement Shareholders as provided herein and, that covers for the Registrable Securities. The avoidance of doubt, except a non-proposing Demand Shareholder in accordance with Section 1.1(e)) will be entitled to participate in Shelf Offerings unless SL Sponsor determines otherwise in a written notice delivered to the Company and such Other Holders (in which case such Other Holders shall pay be treated the registration fee for all same as a non-proposing Demand Shareholder with respect to such Shelf Offerings). (f) For the avoidance of doubt, any Shelf Offering will be subject to Sections 1.1(h) and (i). (g) Upon the written request of any Demand Shareholder, the Company will file and seek the effectiveness of a post-effective amendment to the Shelf Registration Statement to register additional Registrable Securities to that would have been included in the Shelf Registration Statement had they been owned by such Demand Shareholder on the date hereof (or, if such additional Registrable Securities cannot be registered pursuant to a post-effective amendment under Applicable Law, an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the additional shelf registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement statement); provided that when the Company is required effects a Demand Shareholder request to re-evaluate its WKSI status the Company determines that it is not file such a WKSI, the Company shall use its reasonable best efforts to post-effectively amend effective amendment (or additional shelf registration statement), it shall notify the Automatic Shelf Registration Statement other Holders and provide such other Holders a reasonable opportunity to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the include additional Registrable Securities for resale not later than thirty in such amendment (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such or additional shelf registration statement declared effective as promptly as practicablestatement).

Shelf Registration Statement. As soon as reasonably practicable after the date hereof and in any event within five (i5) No later than business days following the expiration consummation of the Lock-Up PeriodAcquisition, the Company shall prepare and file with the SEC a shelf registration statement, relating to the offer and sale by Seller and Seller Owners at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of all the Shares (the "Registration Statement"). If, at the time of filing of the Registration Statement, the Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement is eligible to become effective no later than upon filing pursuant to Rule 462(e) (or any successor rule) under the expiration of Securities Act, the Lock-Up PeriodCompany shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. Upon filing If the Shelf Registration StatementStatement is not so eligible to become effective upon filing, the Company shall use its reasonable best efforts to keep such Shelf have the Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable (with such date on which the Registration Statement becomes effective referred to as the "Effective Date"). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, the Company shall deliver to Seller and any of the Seller Owners included in the Registration Statement a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing the Company for the purposes of such Registration, in form and substance reasonably acceptable to Seller and the Seller Owners, addressed to Seller and the Seller Owners, including, confirming that the Registration Statement is effective and that all of the Shares have been duly registered and, subject to the transfer restrictions contained in this Agreement, are freely transferable and that all of the shares have been admitted for listing on the NASDAQ Stock Market.

Shelf Registration Statement. (ia) No later than From and after the expiration of the Lock-Up Restricted Period, subject to the Company shall file with terms and conditions hereof, and further subject to the SEC availability of a shelf Registration Statement (registration statement on Form S-3 or any successor form thereto (“Form S-3”) to Parent, the extent permissibleInvestor may by written notice delivered to Parent (the “Shelf Notice”) require Parent to use commercially reasonable efforts to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a the “Shelf Registration Statement”) covering relating to the resale offer and sale, from time to time, of all an amount of Registrable SecuritiesSecurities then held by the Investor that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, and shall use reasonable best efforts to cause such registration statement to become effective no later than the extent that upon the expiration of the Lock-Up Restricted Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company Parent is a well-known seasoned issuer (as defined in Rule 405) (405 under the Securities Act), a “WKSI”) at a time when it is obligated Shelf Notice shall not be required and Parent shall use commercially reasonable efforts to file a file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement pursuant to this Agreement, in the Company shall file form of an automatic shelf registration statement (as defined in Rule 405 of under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Investor. Parent shall be deemed to have satisfied its obligations under this Section 5.3(a) if such Registrable Securities have been registered on Form S-3 (an “Automatic the Shelf Registration Statement”Statement contemplated by Section 5.16 of the Merger Agreement and for so long as such Registration Statement remains effective, it being understood that, notwithstanding the effectiveness of such Registration Statement or anything herein to the contrary, the Investor shall not be entitled to deliver a Take-Down Notice until the expiration of the Restricted Period, and the Transfer restrictions contained in Article II shall continue to apply in all respects in accordance with their terms. (b) Subject to Section 5.3(c), Parent will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the requirements plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this Agreement terminates pursuant to Section 8.1. (c) Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled, from time to time, by providing written notice to the Investor, to require the Investor to suspend the use of the prospectus for sales of Registrable Securities Act under the Shelf Registration Statement during any Blackout Period and the rules and regulations Investor agrees to suspend the use of the SEC thereunderprospectus for sales of Registrable Securities under the Shelf Registration Statement in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities upon receipt of such notice. In the event of a Blackout Period under clause (ii) of the definition thereof, Parent shall deliver to the Investor a certificate signed by either the chief executive officer or the chief financial officer of Parent certifying that covers the conditions described in clause (ii) of the definition of Blackout Period are met. (d) At any time that a Shelf Registration Statement is effective, if the Investor delivers a notice to Parent (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities. The Company Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), then Parent shall pay promptly amend or supplement the registration fee for all Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be registered distributed pursuant to an Automatic the Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and Offering; provided, that Parent shall not elect be obligated to pay effect more than two (2) Shelf Offerings during any portion of twelve (12)-month period or to effect any Shelf Offering for less than the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementRegistrable Amount. (iiie) To In connection with any Shelf Offering, if the extent that lead managing underwriter(s) advises Parent and the Company becomes ineligible to use Form S-3Investor that, in its opinion, the Company inclusion of all of the securities sought to be sold in connection with such Shelf Offering would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Shelf Offering, then there shall file be included in such Shelf Offering only such securities as the Investor is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a “shelf” registration statement on Form S-1 registering Demand Registration (i.e., as if such Shelf Offering were a Demand Registration), including Section 5.1(e)(ii), Section 5.1(g) and Section 5.1(i). (f) If any of the Registrable Securities for resale not later than thirty is to be sold in a Shelf Offering initiated by the Investor, the Investor shall select the investment banker(s) and manager(s) that will serve as managing underwriters (30including which such managing underwriters will serve as lead or co-lead) calendar days after and underwriters with respect to the date offering of such ineligibility Registrable Securities; provided, that such investment banker(s) and use its reasonable best efforts manager(s) shall be acceptable to have Parent (such registration statement declared effective as promptly as practicableacceptance not to be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. (i) No later than The Operating Partnership and the expiration of the Lock-Up Period, the Company Guarantor shall file with the SEC Commission a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (on Form S-3 to i) all of the extent permissibleRegistrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (a iii) all of the Exchange Notes of all applicable series of Notes for which Section 2(c)(ii)(D) applies (the “Shelf Registration Statement”) covering ). The Operating Partnership and the resale of all Registrable Securities, and Guarantor shall use their respective reasonable best efforts to cause 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 or another appropriate form permitting registration of such registration statement to become effective no later Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Operating Partnership and the Guarantor shall not permit any securities other than the expiration of the Lock-Up Period. Upon filing Registrable Securities to be included in the Shelf Registration Statement, . The Operating Partnership and the Company Guarantor shall use its their respective reasonable best efforts to keep such cause the Shelf Registration Statement to be declared effective with under the SEC at all times Securities Act on or prior to the date that is 180 days after delivery of the Shelf Notice and to re-file such keep the Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and continuously effective under the Securities Act until the date that is two years from the Closing Date (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement shorter restrictive period as may be reasonably requested by the Holders required pursuant to Rule 144(k)) or as otherwise required, until such time as shorter period ending when all Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold or are no longer outstanding. (ii) If in the Company is a well-known seasoned issuer (manner set forth and as defined contemplated in Rule 405) (a “WKSI”) at a time when it is obligated to file a the Shelf Registration Statement pursuant or cease to this Agreementbe outstanding (the “Effectiveness Period”); provided, however, that the Company shall file an automatic shelf registration statement (as defined Effectiveness Period in Rule 405 respect of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance 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 Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementas otherwise provided herein. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (a) The Partnership shall (i) No later than in the expiration case of the Lock-Up PeriodSale/Subscription Registrable Securities, the Company shall file with the SEC a shelf Registration Statement reasonably promptly following the date hereof (on Form S-3 to the extent permissibleand in any event within 10 business days thereafter) (a “shelf” registration statement covering the resale of such Registrable Securities for offerings to be made on a continuous basis pursuant to Rule 415 of the Securities Act (the “Sale/Subscription Shelf Registration Statement”) and (ii) in the case of the applicable Put/Call Registrable Securities that may be delivered on each Completion Date, file with the SEC at least 10 business days prior to the applicable Target Completion Date (to the extent such filing is permitted by the SEC and applicable Law, as confirmed to the Partnership by the SEC) or, to the extent not so permitted, as soon as reasonably practicable following such Completion Date (and in any event within 10 business days thereafter), one or more “shelf” registration statements covering the resale of all such Registrable Securities, and shall use reasonable best efforts Securities for offerings to cause such registration statement be made on a continuous basis pursuant to become effective no later than the expiration Rule 415 of the Lock-Up Period. Upon filing Securities Act (each, a “Put/Call Shelf Registration Statement” and, collectively with the Sale/Subscription Shelf Registration Statement, the Company “Shelf Registration Statements”). Notwithstanding the foregoing, the Partnership shall be entitled to postpone the filing of a Shelf Registration 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 Partnership shall use its all commercially reasonable best efforts to cause each Shelf Registration Statement to be declared effective under the Securities Act by the SEC as soon as reasonably practicable after the filing thereof pursuant to Section 2.1(a) (but not, in the case of any Put/Call Shelf Registration Statement, prior to the applicable Completion), and shall use all commercially reasonable efforts to keep such 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 with shall cease upon such time as the SEC at all times and Common Units delivered or to re-file be delivered to such Covered Person pursuant to the Transaction Agreements cease to constitute Registrable Securities. Notwithstanding the foregoing, the Partnership shall be entitled to postpone causing any Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), be declared effective to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related same extent that it is entitled to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all prohibit sales of Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a under an effective Shelf Registration Statement pursuant to this Agreement, the Company Section 2.2(d) below. (c) The Partnership shall file an automatic shelf registration statement (as defined be liable for and pay all Registration Expenses in Rule 405 of the Securities Act) on Form S-3 (an “Automatic connection with any Shelf Registration Statement”) in accordance with the requirements , regardless of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have whether such registration statement declared effective as promptly as practicableis effected.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company The Issuers shall file with the SEC Commission a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (on Form S-3 to the extent permissible) (a “Initial Shelf Registration Statement”) covering the resale of all Registrable Securities, and ). The Issuers shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective file with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing Commission the Prospectus related to such Initial Shelf Registration Statement as may promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be reasonably requested on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after the Company determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are no longer outstanding. cease to be outstanding or (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Subsequent Shelf Registration Statement pursuant to this Agreement, covering all of the Company shall file Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an automatic shelf registration statement (as defined in Rule 405 of earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) on Form S-3 (an “Automatic the Effectiveness Period in respect of the Initial Shelf Registration Statement”) in accordance 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 Act and as otherwise provided herein and (ii) the rules and regulations Company may suspend the effectiveness of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Initial Shelf Registration Statement at by written notice to the time Holders solely as a result of the filing of a post-effective amendment to the Automatic Initial Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to rewhere such post-evaluate its WKSI status the Company determines that it effective amendment is not a WKSI, the Company shall use its reasonable best efforts yet effective and needs to post-effectively amend the Automatic Shelf Registration Statement be declared effective to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible permit holders to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablerelated Prospectus.

Shelf Registration Statement. (i) No later than Subject to Section 4.2, and provided that the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 Purchaser is eligible to the extent permissible) (a “Shelf Registration Statement”) covering register the resale of all Registrable SecuritiesEligible Securities on Form S-3, and shall use reasonable best efforts to cause such registration statement to become effective the Purchaser shall, as promptly as reasonably practicable (but in no event later than ninety (90) days following the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statementdate hereof), the Company shall use its reasonable best efforts to keep file with the SEC a registration statement on 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 Purchaser is then eligible, as an automatic shelf registration, covering the resale of all of the Eligible Securities (the “Shelf Registration Statement”). The Shelf Registration Statement shall be in a form permitting registration of all Eligible Securities for resale or distribution by the Holders in the manner or manners designated by the Seller. The Purchaser will promptly notify the Seller when such Shelf Registration Statement has become effective. The Purchaser shall not be required to maintain in effect more than one shelf registration at any one time pursuant to this Section 2.1. The Purchaser shall (subject to the limitations on registration obligations of the Purchaser set forth herein) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective with under the SEC at all times Securities Act as promptly as practicable after the filing of the Shelf Registration Statement, or automatically if the Purchaser is eligible to file an automatically effective shelf registration statement, and (subject to re-file such the limitations on registration obligations of the Purchaser set forth herein) to keep the Shelf Registration Statement continuously effective under the Securities Act (including by filing a replacement Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such expiration of a Shelf Registration Statement as may be reasonably requested filed pursuant to this Section 2.1) until (the “Effectiveness Period”) the first date when all Eligible Securities covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If in the Company is a well-known seasoned issuer (manner set forth and as defined contemplated in Rule 405) (a “WKSI”) at a time when it is obligated to file a the Shelf Registration Statement. The Purchaser may include in the Shelf Registration Statement other securities for sale for its own account or for the account of any other Person; provided that the Purchaser shall not include securities of the Purchaser for its own account or for the account of other Persons which are not Holders of Eligible Securities in a proposed Block Trade pursuant to this Agreement, Agreement without the Company shall file an automatic shelf registration statement (as defined in Rule 405 prior written consent of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementSeller. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Perioda. The Company shall, the Company shall at its expense, prepare and file with the SEC SEC, as soon as practicable, but in no event later than one hundred twenty (120) days, following the registration of the Class A Common Stock or Class B Common Stock of the Company under the Securities Act or the Exchange Act (an "EFFECTIVE REGISTRATION") or any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "FILING DEADLINE"), a shelf Shelf Registration Statement (with respect to resales of the Transfer Restricted Securities by the Holders from time to time on Form S-3 a delayed or continuous basis pursuant to Rule 415 and in accordance with the extent permissible) (a “methods of distribution set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective under the Securities Act as soon as practicable after the Filing Deadline, but in no event later than one hundred and eighty (180) days after the expiration completion of the Lock-Up PeriodEffective Registration or any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "EFFECTIVENESS DEADLINE"). Upon The first filing of the Shelf Registration Statement shall contain the "Plan of Distribution" section in substantially the form attached hereto as Exhibit B. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC. The Company shall not register any Class A Common Stock or any other securities for the benefit of any Person other than the Company or a holder of Existing Incidental Registration Rights, in advance of registering the Transfer Restricted Securities pursuant to this Section 2.1 or pursuant to Section 2.2 (other than a registration on Form S-4). (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling holder of Transfer Restricted Securities in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first class registered mail or by courier with delivery confirmation a properly completed Notice and Questionnaire to the Company. The Company shall deliver the Notice and Questionnaire to the Holders within five (5) Business Days of completion of the registration of the Company's securities under the Securities Act or Exchange Act. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the completed Notice and Questionnaire must be received by the Company on or prior to the tenth (10th) Business Day after the date the Notice and Questionnaire is delivered by the Company in accordance with this Section 2.1(b)(i) (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the twentieth (20th) Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth (5th) Business Day prior to initial effectiveness of the Shelf Registration Statement, in each case provided that the Company has delivered the Notice and Questionnaire in accordance with this Section 2.1(b)(i)) (in any case, the "QUESTIONNAIRE DEADLINE"). (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after the Company's receipt thereof, file any supplements to the related Prospectus or file any post-effective amendment to the Shelf Registration Statement that is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement and permit such Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (a "POST-EFFECTIVE AMENDMENT") (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2.1(d) hereof); provided, however, that (i) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period. (iii) Each Holder as to which the Shelf Registration Statement is being effected shall furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. c. The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement effective continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until there ceases to be any Transfer Restricted Securities outstanding (such period being called the "SHELF REGISTRATION PERIOD"). The Company will, in order to fulfill its obligations and this Section 2.1(c): (x) subject to Section 2.1(b)(ii) and 2.1(d), use its reasonable best efforts to prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 2.1(b)(ii) and 2.1(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; and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period. d. The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any obligation to pay Registration Default Payments pursuant to Section 2.1(e), for a period not to exceed: (i) thirty (30) consecutive days at any one time, (ii) forty-five (45) days in any three (3) month period or (iii) ninety (90) days in the aggregate during any twelve (12)-month period, in each case only for valid business reasons, to be determined in good faith by the Company in its reasonable judgment (which shall not include the avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, events listed in Section 3(c), public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(g) hereof, if applicable, and provided further that, if a Post-Effective Amendment is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and the effectiveness of any Post-Effective Amendment shall be not deemed to be a Suspension Period hereunder. The first day of any Suspension Period must be at least two (2) trading days after the last day of any prior Suspension Period. e. The Company and the Buyers agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2.1 hereof. If: (i) the Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Deadline, (ii) if the Shelf Registration Statement has not been declared effective by the SEC on or prior to the Effectiveness Deadline or (iii) on any day after the Effective Date sales of all of the Transfer Restricted Securities required to be included on such Shelf Registration Statement cannot be made (other than during a Suspension Period pursuant to such Shelf Registration Statement (including, without limitation, because of a failure to keep such Shelf Registration Statement effective, to disclose such information as otherwise requiredis necessary for sales to be made pursuant to such Shelf Registration Statement or to register a sufficient number of Warrant Shares)) (a "MAINTENANCE FAILURE", and each such event referred to in clauses (i), (ii) and (iii), a "REGISTRATION DEFAULT TRIGGER"), the Company shall pay to each Notice Holder during any period in which a Registration Default Trigger has occurred or is continuing (which remedy shall be exclusive of any other remedies available at law or in equity) an amount in cash equal to 2 percent (2%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Holder's Transfer Restricted Securities included in such Shelf Registration Statement on each of the following dates: (i) every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; (iii) every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2.1(e) are referred to herein as "REGISTRATION DEFAULT PAYMENTS." Registration Default Payments shall be paid on the earlier of (I) the thirtieth day after the event or failure giving rise to the Registration Default Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Default Payments is cured. In the event the Company fails to make Registration Default Payments in a timely manner, such Registration Default Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. No Registration Default Payment shall be required if prior to the Effectiveness Deadline the Transfer Restricted Securities are included in an Incidental Registration under Section 2.2. f. All of the Company's obligations (including, without limitation, the obligation to pay Registration Default Payments) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities such obligations with respect to such security shall have been satisfied in full. g. Immediately upon the occurrence or the termination of a Registration Default Trigger, the Company shall give the Notice Holders, so long as any Warrants remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to the Warrants, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in a certificate signed by the chief financial officer of the Company and detailing such event (the "OFFICER'S CERTIFICATE"), and prior to receipt of such Officer's Certificate, the Notice Holders shall be entitled to assume that could be sold in no such commencement or termination has occurred. h. If the Shelf Registration Statement have been sold is on a form other than Form S-3 or are no longer outstanding. (ii) If a successor form thereto then the Company is shall use reasonable best efforts to convert the Shelf Registration Statement into a well-known seasoned issuer (registration statement on Form S-3 or a successor form thereto, provided that the Company shall maintain the effectiveness of the Shelf Registration Statement then in effect until such time as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with covering the requirements of the Transfer Restricted Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement has been declared effective as promptly as practicable.by the SEC

Shelf Registration Statement. 3.1.1. As promptly as reasonably practicable following the earlier of (ia) No later than the expiration one-year anniversary of this Agreement, or (b) the consummation of the LockFollow-Up PeriodOn Offering, the Company shall (i) prepare and file with (or confidentially submit to) the SEC Commission a shelf Registration Statement (on Form S-3 or any successor form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the extent permissible) Securities Act or any successor rule thereto (a the “FTV Shelf Registration Statement”) covering that covers all Registrable Securities then held by the resale FTV Holders for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto in accordance with the methods of distribution elected by such FTV Holders and set forth in the FTV Shelf Registration Statement as permitted by this Agreement and (ii) use commercially reasonable best efforts and act in good faith to cause the FTV Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter (the date the FTV Shelf Registration Statement is declared effective by the Commission being the “FTV Shelf Effective Date”); provided, however, that the Company shall not be obligated to effect a Registration pursuant to Section 3.1 hereof if a Form S-3 is not available for such offering. The Company 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 with respect to the disposition of all Registrable SecuritiesSecurities subject thereto for a period ending on the earlier of 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 such Registration Statement. 3.1.2. At any time that the FTV Shelf Registration Statement is effective, if an FTV Holder of Registrable Securities covered by the FTV Shelf Registration Statement delivers a notice to the Company (a “Shelf Takedown Notice”) stating that the holder intends to effect an offering of all or part of its Registrable Securities included in the FTV Shelf Registration Statement (a “Shelf Takedown”) and the Company is eligible to use the FTV Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a “Shelf Supplement”) the FTV 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 Section 3.1.3 hereof, the Company shall not be obligated to effect requests set forth in a Shelf Takedown Notice through an Underwritten Offering. 3.1.3. A majority-in-interest of the Demanding Holders initiating any Shelf Takedown shall have the right to demand an offering in the form of an Underwritten Offering if the 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 participating in such Underwritten Offering shall have the right to select the investment banker(s) and manager(s) to administer the offering related to such Shelf Takedown, subject to the consent of the Company, which consent shall not be unreasonably withheld. 3.1.4. If an FTV Holder of Registrable Securities wishes to engage in an underwritten block trade off an FTV Shelf Registration Statement (a “Block Trade”), then such FTV Holder shall notify the Company of such Block Trade not less than five (5) business days prior to the day such offering is to commence. The Company shall use commercially reasonable best efforts to cause facilitate and consummate such registration statement to become effective no later than offering (which may close as early as three business days after the expiration of date it commences); provided that the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company FTV Holder shall use its commercially reasonable best efforts to keep such Shelf Registration Statement effective work with the SEC at all times Company and the Underwriters prior to re-file making such Shelf request in order to facilitate preparation of the Registration Statement upon its expirationStatement, Prospectus and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus other offering documentation related to such Shelf Registration Statement as may be reasonably requested the Block Trade. The Company shall, at the request of the FTV 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 Holders or FTV Holder to effect such Block Trade. An FTV 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 FTV Holder(s) shall (i) be entitled to two underwritten Block Trades representing proceeds of less than $25,000,000 each under this Agreement with all reasonable fees and expenses paid for by the Company as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. set forth herein and (ii) If to the extent there are more than two (2) underwritten Block Trades representing proceeds of less than $25,000,000, the applicable FTV Holder(s) shall reimburse the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, for the reasonable fees and expenses of the Company’s independent registered public accountants and counsel for the Company shall file an automatic shelf registration statement (as defined incurred in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance connection with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementsuch additional underwritten Block Trades. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (a) The Company shall: (i) No as promptly as practicable, but in any event not later than 30 days, after the expiration of Closing Date (the Lock-Up Period“Filing Date”), the Company shall prepare and file with the SEC a shelf “Shelf” Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, to be made on a continuous basis pursuant to Rule 415. The Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S−3, in which case such registration shall be on another appropriate form in accordance herewith, reasonably acceptable to Holders of a majority of the Registrable Securities), and shall as modified by the Company as necessary to conform to comments from the SEC; (ii) use its reasonable best efforts to cause such registration statement the Shelf Registration Statement to become be declared effective no later than under the expiration 1933 Act as promptly as possible after the filing thereof, but in any event prior to the 90th day (or the 120th day in the case of a “full review” by the Lock-Up Period. Upon filing SEC) after the Closing Date (the “Effectiveness Date”); (iii) within two Business Days after the Shelf Registration Statement is declared effective, file a final Prospectus with the SEC pursuant to Rule 424 and notify the Holders via facsimile of effectiveness of the Shelf Registration Statement, the Company shall ; (iv) use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective with under the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, 1933 Act until such time as all Registrable Securities that could be sold in covered by such Shelf Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144 under the 1933 Act or are no longer outstandingany other rule of similar effect, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”); (v) during the Effectiveness Period, furnish to each Holder with respect to the Registrable Securities registered under the Shelf Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of Prospectuses and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by such Holder; (vi) during the Effectiveness Period, notify each holder of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (vii) file documents required of the Company for normal Blue Sky clearance in states specified in writing by any Holder; provided that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (iib) If From the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a date hereof until the date the Shelf Registration Statement pursuant to this Agreementis declared effective under the 1933 Act, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of not file, nor permit the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunderfiling of, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf any Registration Statement at other than (i) the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on (ii) a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering S-8 with respect to the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableStock Plans.

Shelf Registration Statement. (ia) No later than Subject to the expiration other applicable provisions of this Agreement, beginning on the date that is 24 months after the date of this Agreement, one or more Holders (each, a “Demanding Holder”) with Registrable Securities shall have the right, by delivering written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Lock-Up PeriodSecurities Act the number of Registrable Securities owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”). Upon receipt of such Demand Notice, the Company will notify all Holders (other than the Demanding Holders) in writing and such Holders shall file with have the SEC right to request that the Company include all or a shelf portion of such Holder’s Registrable Securities in such Demand Registration Statement (on Form S-3 by written notice delivered to the extent permissibleCompany within five (5) calendar days after such notice is given by the Company. (b) Following receipt of a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration StatementDemand Notice, the Company shall use its commercially reasonable best efforts to keep such prepare and file as soon as reasonably practicable an Initial Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering covering the Registrable Securities for resale by the Holders so requesting in accordance with Section 1.1(a) (except if the Company is not later then eligible to register for resale the Registrable Securities on a Registration Statement on Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders of a Majority of the Registrable Securities covered thereby), and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Initial Shelf Registration Statement shall be an automatic shelf Registration Statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company). (c) Each Holder shall be limited to three Demand Registrations under this Section 1.1 in any twelve-month period, and the Company shall not be obligated to file more than thirty (30) calendar one Registration Statement within 120 days after the effective date of such ineligibility and use its reasonable best efforts to have such registration statement any Registration Statement filed by the Company; provided, however, that any Demand Registration shall not count towards this limit if the Registration Statement that is the subject of the Demand Registration (x) has not been declared effective as promptly as practicableby the SEC or (y) is not maintained effective for the period required pursuant to Section 1.2 (unless such Registration Statement again becomes effective or a Subsequent Registration Statement becomes effective, in either case, in compliance with Section 1.3), it being understood that the occurrence of an event described in clause (x) or (y) shall not have any effect on the Company’s obligation to pay Registration Expenses pursuant to Section 2.3; and provided further, that the Company shall not be required to effectuate a Demand Registration if an effective Registration Statement covering such shares is on file.

Shelf Registration Statement. (ia) No The Company shall, no later than the expiration of the Lock-Up PeriodFiling Date, the Company shall file with the SEC a shelf Shelf Registration Statement (on Form S-3 the “Initial Shelf”) relating to the extent permissible) (a “Shelf Registration Statement”) covering offer and sale of the resale Registrable Securities by the Investors from time to time to permit the sale of all Registrable SecuritiesSecurities by the Investors pursuant to the Orderly Sale Arrangement set forth in Section 9 of the SPA and, and thereafter, shall use reasonable its best efforts to cause such registration statement the Initial Shelf to become be declared effective under the Securities Act no later than ninety (90) calendar days following the expiration date first filed with the SEC. None of the Lock-Up Period. Upon filing Company’s securityholders (other than the Shelf Registration StatementInvestors) shall have the right to include any Securities of the Company on the Initial Shelf. (b) For so long as either Investor holds any Registrable Securities, the Company shall use its reasonable best efforts to keep such maintain an effective Shelf Registration Statement effective with the SEC at registering all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the unsold Registrable Securities. The Company shall pay the registration fee for all Registrable Securities Subject to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSISection 4.3, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to keep 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 is the Investors no longer hold Registrable Securities (such period, the “Resale Period”). The Company shall be deemed not automatically effective or file to have used its best efforts to keep a new Shelf Registration StatementStatement effective during the Resale Period if the 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 Company thereafter promptly complies with the requirements of Section 4.3 or (y) permitted pursuant to Section 4.3. (iiic) To For the extent that avoidance of doubt, nothing in this Agreement shall require the Company becomes ineligible to use Form S-3, 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 file a “shelf” registration statement on Form S-1 registering be subject to the Registrable Securities for resale not later than thirty (30) calendar days after Orderly Sale Arrangement set forth in Section 9 of the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableSPA.

Shelf Registration Statement. (i) No later than The Company agrees, as soon as possible after the expiration date hereof, to file, without any request or any other action on the part of the Lock-Up PeriodHolder, the Company shall file with the SEC a shelf 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 Registrable Shares (the "Registration Statement"; and the related prospectus (including any preliminary prospectus) is referred to as the "Prospectus"). 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 the appropriate form, reasonably satisfactory to the extent permissible) (a “Shelf Registration Statement”) covering Holder and the resale of all Registrable SecuritiesBroker, and shall use reasonable best efforts otherwise comply as to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at form in all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Shares for resale in the manner or manners described in the Brokerage Agreement or otherwise designated by the Holder. The Company agrees to use its best efforts to cause the Registration Statement to be declared effective by the SEC as soon as possible after filing it and will notify the Holder and the Broker immediately when such Registration Statement has become effective. The Company agrees 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 date on which the Holder shall have sold all of the SEC thereunderRegistrable Shares (such period, that covers the "Effective Period"). Upon seeking to offer and sell its Registrable Shares pursuant to the Registration Statement, the Holder agrees to provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable SecuritiesShares and such other information reasonably requested by the Company in connection with the preparation of and for the inclusion in the Registration Statement. The Company agrees to provide to the Holder and the Broker the number of copies of the final Prospectus and any amendments or supplements thereto as are reasonably requested by the Holder or the Broker, as the case may be. The Company shall pay promptly notify the registration fee for all Registrable Securities Holder and the Broker of any threatened stop order by the SEC or if the Registration Statement ceases to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay effective for any portion of the registration fee on a deferred basis. If reason at any time following during the filing Effective Period (other than because of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status sale of all of the Company determines that it is not a WKSIsecurities registered thereunder or as permitted by Section 1.2 hereof), and the Company shall use its reasonable best efforts and take all reasonable actions required to post-effectively amend prevent the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date entry of such ineligibility and use its reasonable best efforts stop order or to have such registration statement declared effective as promptly as practicableobtain the prompt withdrawal of any order suspending the effectiveness thereof.

Shelf Registration Statement. (i) No later than Prior to the expiration of the Lock-Up up Period, the Company shall file have filed with the SEC a shelf Shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering (which shall be an Automatic Shelf Registration Statement (as such term is defined in Rule 405 under the Securities Act) if the Company is then eligible to file such a registration statement) registering for resale of all Registrable SecuritiesSecurities under the Securities Act in accordance with the methods of distribution elected by the Holders and set forth in the Registration Statement, and and, if applicable, shall use its reasonable best efforts to cause such registration statement the Registration Statement to become effective no later than under the Securities Act prior to the expiration of the Lock-Up up Period. Upon filing the Shelf Registration Statement, the The Company shall use its reasonable best efforts to keep such Shelf the Registration Statement continuously effective with under the SEC at Securities Act in order to permit the Prospectus forming a part thereof to be usable by the Holders until termination of this Agreement pursuant to Section 3.01 hereof. Without limiting the foregoing, the Company shall, to the extent not included in the Registration Statement, from time to time as required to enable the resale of Registrable Securities by all times and to re-Holders, file a Prospectus supplement naming each such Shelf Registration Statement upon its expiration, and Holder (subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be receipt of information reasonably requested by the Holders or as otherwise required, until Company necessary to complete such time as all Registrable Securities that could be sold in such Shelf Prospectus supplement). The Registration Statement have been sold or are no longer outstanding. when declared effective (iiincluding the documents incorporated therein by reference) If the Company is a well-known seasoned issuer (will comply in all material respects as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance form with the all applicable requirements of the Securities Act and the rules Exchange Act and regulations will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (a) If the continued use of the SEC thereunderShelf Registration Statement at any time would require the Company to make an Adverse Disclosure, that covers the Registrable SecuritiesCompany may, upon written notice of such action to the Holders, suspend use of the Registration Statement (an “Unusual Shelf Suspension”). The Company shall pay the registration fee for all Registrable Securities to be registered pursuant not exercise its right hereunder to an Automatic Unusual Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay Suspension on more than two occasions, or in aggregate more than sixty days, in any portion of the registration fee on a deferred basistwelve-month period. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIIn addition, the Company shall may, upon giving written notice to the Holders, suspend the use its reasonable best efforts to post-effectively amend of the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To during regular quarterly periods beginning on the extent first day after the end of the quarter and ending on the day following the date that the Company becomes ineligible to use Form S-3releases earnings in respect of the previous calendar quarter (a “Regular Shelf Suspension,” together with an Unusual Shelf Suspension, a “Shelf Suspension”). In the case of a Shelf Suspension, the Holders shall suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, any Registrable Securities, upon receipt of the notice referred to above. The Company shall file a “shelf” immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders, such number of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or make amendments to the Registration Statement, if required by the registration statement on Form S-1 registering form used by the Registrable Securities Company for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts shelf registration or by the instructions applicable to have such registration statement declared effective as promptly as practicableform or by the Securities Act.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall and the Subsidiary Guarantors shall: (i) comply with all the provisions of Section 6(c) below and use its reasonable their respective best efforts to keep effect such Shelf registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Subsidiary Guarantors will prepare and file with the Commission a Registration Statement effective relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the SEC at all times intended method or methods of distribution thereof within the time periods and to re-file such Shelf Registration Statement upon its expirationotherwise in accordance with the provisions hereof, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.and (ii) If issue, upon the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a request of any Holder or purchaser of Senior Subordinated Notes covered by any Shelf Registration Statement pursuant to contemplated by this Agreement, New Senior Subordinated Notes having an aggregate principal amount equal to the Company shall file an automatic shelf registration statement (as defined in Rule 405 aggregate principal amount of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered Senior Subordinated Notes sold pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall not elect to pay any portion of register New Senior Subordinated Notes on the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when for this purpose and issue the Company is required New Senior Subordinated Notes to re-evaluate its WKSI status the Company determines that it is not a WKSI, purchaser(s) of securities subject to the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementin the names as such purchaser(s) shall designate. (iii) To promptly prior to the extent filing of any document that is to be incorporated by reference into a Shelf Registration Statement or related Prospectus, provide copies of such document to each selling Holder in connection with such sale, if any, make the Company's and the Subsidiary Guarantors' representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders may reasonably request; (iv) make available, during reasonable business hours, for inspection by each Holder and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company and the Subsidiary Guarantors as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities and cause the Company's and the Subsidiary Guarantors' officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness. Information that the Company becomes ineligible and Subsidiary Guarantors determine, in good faith, to use Form S-3be confidential and any information that it notifies the Holders is confidential shall not be disclosed by the Holders unless (i) the disclosure of such information is necessary to avoid or correct a material misstatement or material omission in such Registration Statement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such information is, in the opinion of counsel for any Holder, necessary in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Holder and arising out of, based upon, relating to, or involving this agreement, or any transactions contemplated hereby or arising hereunder, or (iv) the information has been made generally available to the public. Each selling Holder and its representatives will be required to agree that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transaction in the securities of the Company shall file a “shelf” registration statement on Form S-1 registering or for any other purpose other than customary due diligence unless and until such information is generally available to the Registrable Securities for resale not later than thirty (30) calendar days after the date public. Each selling Holder and its representatives will be required to further agree that it will, upon learning that disclosure of such ineligibility information is sought in a court of competent jurisdiction, give notice to the Company and use its reasonable best efforts the Subsidiary Guarantors and allow the Company and the Subsidiary Guarantors to undertake appropriate action to prevent disclosure of the information deemed confidential. (v) if requested by any Holders in connection with such exchange or sale, promptly include in any Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such registration statement declared Prospectus supplement or post-effective amendment as promptly as practicable.soon as

Shelf Registration Statement. In addition to the demand ---------------------------- Registration Rights contained in Section 1.1 hereof and subject to Section 1.3, so long as the Company is permitted to use SEC Form F-3, if any Holder or Holders make a written request pursuant to Section 1.2(b) for the registration of Registrable Securities in connection with an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration"), then the Company shall cause a Registration Statement covering such Registrable Securities to be filed with the SEC within a reasonable period of time (including reasonable time required to prepare any necessary financial statements for inclusion therein) after such request; provided, that (i) No later than the expiration -------- Company shall not be required to effect any such Shelf Registration within one hundred fifty (150) days following a Piggyback Registration as contemplated by Section 1.4 hereof so long as the number of the Lock-Up PeriodRegistrable Securities requested to be included in such Piggyback Registration by any Holder was not cut back under Section 1.7(d), (ii) the Company shall file with not be obligated to effect such Shelf Registration for so long as such Shelf Registration has been suspended or postponed as contemplated by Section 1.3, and (iii) the SEC Company shall not be obligated to effect any more than one (1) such Shelf Registration during the Effective Period, except that any Shelf Registration which is suspended by the Company pursuant to Section 1.3 hereof shall not be counted as a shelf request for Shelf Registration unless such Shelf Registration is completed and declared effective following the termination of such suspension. Such Registration Statement (shall be on SEC Form S-3 to F-3 or the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securitiesequivalent form then in use, and shall use reasonable best efforts otherwise comply as to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at form in all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Securities for resale by any of the SEC thereunder, that covers Holders in the Registrable Securitiesmanner or manners designated by them. The Company shall pay use its reasonable best efforts to cause the registration fee for all Registration Statement in connection with the Shelf Registration to be declared effective by the SEC as promptly as practicable and shall notify each Holder registering Registrable Securities thereunder when such Registration Statement has become effective. From time to time and upon the reasonable request of any Holder registering Registrable Securities thereunder or of the Representative, the Company shall promptly notify such Holder or the Representative, as the case may be, of the anticipated date of effectiveness of such Registration Statement. The Company agrees (subject to Section 1.3 hereof) to use its reasonable best efforts to keep the Registration Statement continually updated and effective (including the preparation and filing of any amendments and supplements necessary for that purpose) during the Effective Period. If the Registration Statement ceases to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay effective for any portion of the registration fee on a deferred basis. If reason at any time following during the filing Effective Period (other than because of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status sale of all of the Company determines that it is not a WKSIsecurities registered thereunder or as permitted by Section 1.3 hereof), the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf cause such Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementbecome effective, including, if necessary, obtaining the prompt withdrawal of any order suspending the effectiveness thereof. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than As a condition to the expiration closing of the Lock-Up Periodtransactions contemplated by the Purchase Agreement, the Company shall file has filed with the SEC a shelf Shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering (which shall be an Automatic Shelf Registration Statement (as such term is defined in Rule 405 under the Securities Act) if the Company is then eligible to file such a registration statement) registering for resale of all Registrable SecuritiesSecurities under the Securities Act in accordance with the methods of distribution elected by the Holders and set forth in the Registration Statement, and and, if applicable, shall use its commercially reasonable best efforts to cause such registration statement the Registration Statement to become effective no later than under the expiration of the Lock-Up PeriodSecurities Act. Upon filing the Shelf Registration Statement, the The Company shall use its commercially reasonable best efforts to keep such Shelf the Registration Statement continuously effective with under the SEC at all times and Securities Act in order to re-permit the Prospectus forming a part thereof to be usable by the Holders until the date as of which there are no Registrable Securities outstanding. Without limiting the foregoing, the Company shall, to the extent not included in the Registration Statement, file on the Closing Date (as such Shelf Registration Statement upon its expiration, and term is defined in the Purchase Agreement) a Prospectus supplement naming each such Holder (subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be receipt of information reasonably requested by the Holders or as otherwise required, until Company necessary to complete such time as all Registrable Securities that could be sold in such Shelf Prospectus supplement). The Registration Statement have been sold or are no longer outstanding. when declared effective (iiincluding the documents incorporated therein by reference) If the Company is a well-known seasoned issuer (will comply in all material respects as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance form with the all applicable requirements of the Securities Act and the rules Exchange Act and regulations will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) If the continued use of the SEC thereunderShelf Registration Statement at any time would require the Company to make an Adverse Disclosure, that covers the Registrable SecuritiesCompany may, upon written notice of such action to the Holders, suspend use of the Registration Statement (an “Unusual Shelf Suspension”). The Company shall pay the registration fee for all Registrable Securities to be registered pursuant not exercise its right hereunder to an Automatic Unusual Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay Suspension on more than two occasions or in aggregate more than sixty days in any portion of the registration fee on a deferred basissix-month period. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIIn addition, the Company shall may, upon giving written notice to the Holders, suspend the use its reasonable best efforts to post-effectively amend of the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To during regular quarterly periods beginning on the extent first day of the first calendar month of each quarter and ending on the day following the date that the Company becomes ineligible to use Form S-3releases earnings in respect of the previous calendar quarter (a “Regular Shelf Suspension,” together with an Unusual Shelf Suspension, a “Shelf Suspension”). In the case of a Shelf Suspension, the Holders shall suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, any Registrable Securities, upon receipt of the notice referred to above. The Company shall file a “shelf” immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders, such number of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or make amendments to the Registration Statement, if required by the registration statement on Form S-1 registering form used by the Registrable Securities Company for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts shelf registration or by the instructions applicable to have such registration statement declared effective as promptly as practicableform or by the Securities Act. The Company and Holders agree that March 1, 2017, shall be considered an Unusual Shelf Suspension.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement with respect to resales of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement (on Form S-3 subject to the extent permissibleSection 3(v)) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and thereafter shall use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Securities Act within 180 days after the Closing Date; provided that if any Securities are issued upon exercise of the Lock-Up Periodoption granted to the Initial Purchasers in the Purchase Agreement and the Second Time of Delivery on which such Securities are issued occurs after the Closing Date, the Company will take such steps prior to the effective date of the Shelf Registration Statement to ensure that such Securities and Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement on the same terms as the Securities issued on the Closing Date. Upon filing The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC. (1) Not less than 30 calendar days prior to the effectiveness of the Shelf Registration Statement, the Company shall mail the Notice and Questionnaire to the Holders of Registrable Securities. The Company shall take action to name each Holder that is a Notice Holder as of the date that is 2 calendar days prior to the effectiveness of the Shelf Registration Statement so that such Holder is named as a selling security holder in the Shelf Registration Statement at the time of its effectiveness and is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder's Registrable Securities in accordance with applicable law. The Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in the Shelf Registration Statement. (2) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Registrable Securities, promptly send a Notice and Questionnaire to such Holder. From and after the date on which the Shelf Registration Statement has become effective, the Company shall (i) as promptly as is practicable after the date a completed and signed Notice and Questionnaire is delivered to the Company, and in any event within five Business Days after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder's Registrable Securities in accordance with applicable law, and (ii) if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, however, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to take the actions set forth in clauses (i) and (ii) until the termination of such Suspension Period. (c) The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d), by all Notice Holders until the earliest of (i) the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' option to purchase additional Securities, (ii) the date on which all the Securities and Common Stock issued or issuable upon conversion thereof may be sold by non-affiliates ("affiliates" for such purpose having the meaning set forth in Rule 144) of the Company pursuant to paragraph (k) of Rule 144, (iii) the date as of which all the Securities and Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 or sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company will, (x) subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 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 and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. (d) The Company may suspend the use of the Prospectus for a period not to exceed 45 days in the aggregate in any three-month period or 90 days in the aggregate in any 12-month period (the "Suspension Period") for valid business reasons, to be determined by the Company in its sole reasonable judgment (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events, and provide written notice of such suspension to the Holders prior to suspending such use, which notice need not specify the nature of the event giving rise to such suspension; provided that if use of the Prospectus would require the Company to disclose a previously undisclosed or pending material business transaction, the disclosure of which the Company determines in good faith would be reasonably likely to impede its ability to consummate such transaction, the Company may extend the Suspension Period from 45 to 60 days in the aggregate in any three-month period; provided, further, that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; and provided, further, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. (e) If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date, or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Registrable Securities for a period of time (including any Suspension Period) which shall exceed 45 days or 60 days in the aggregate, as applicable, in any three-month period, or 90 days in the aggregate in any 12-month period during the period beginning on the Closing Date and ending on or prior to the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' over allotment option (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each Holder of Registrable Securities who has complied with such Holder's obligations under this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 16.1796 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Registrable Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 16.1796 shares of Common Stock (subject to adjustment as set forth above) constituting Registrable Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. Liquidated Damages shall cease to accrue in respect of any Registrable Security when it shall cease to be such. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Company on each Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default. (f) All of the Company's obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are no longer outstandingsatisfied in full. (iig) If Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee, in the case of notice with respect to the Securities, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon conversion thereof, notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Securities and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is a well-known seasoned issuer defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be. (h) All Securities which are redeemed, purchased or otherwise acquired by the Company or any of its subsidiaries or affiliates (as defined in Rule 405144) (a “WKSI”) at a time when it is obligated prior to file a Shelf Registration Statement the Final Maturity Date shall be delivered to the Trustee for cancellation and the Company may not hold or resell such Securities or issue any new Securities to replace any such Securities or any Securities that any Holder has converted pursuant to this Agreement, the Indenture. All shares of Common Stock issued upon conversion of the Securities which are repurchased or otherwise acquired by the Company shall file an automatic shelf registration statement or any of its subsidiaries or affiliates (as defined in Rule 405 of the Securities Act144) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of shall not be resold or otherwise transferred except pursuant to a registration statement which has been declared effective under the Securities Act and or, in the rules and regulations case of such affiliate of the SEC thereunderCompany, that covers the Registrable Securitiesin compliance with Rule 144. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement3. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No Not later than one (1) Business Day after the expiration Closing Date, each of the Lock-Up PeriodOther Stockholders shall furnish to the Company a completed Selling Securityholder Questionnaire, the form of which is attached hereto as Exhibit A (the “Selling Securityholder Questionnaire”), containing the information required for use in the preparation of the Shelf Registration Statement. The Company shall prepare the Shelf Registration Statement reflecting, among other things, the information contained in the Selling Securityholder Questionnaires provided to the Company by the Other Stockholders not later than one Business Day after the Closing Date. If during the Shelf Registration Period (as defined below) any event with respect to either an Other Stockholder or any Affiliate of an Other Stockholder shall occur which is required at that time to be described in the Shelf Registration Statement or the prospectus included therein and is not already so described therein, such Other Stockholder shall promptly notify the Company. Not later than three (3) Business Days after the Closing Date, the Company shall file with the SEC a shelf the Shelf Registration Statement to cover the registration of the Registrable Securities for resale by the Other Stockholders that have furnished to the Company the Selling Securityholder Questionnaire not later than one Business Day after the Closing Date, and the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC. Thereafter, the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) when each Other Stockholder is able to sell all of their Registrable Securities without volume, manner of sale and availability of current public information restrictions under Rule 144, and (ii) when each Other Stockholder has sold all of its Registrable Securities pursuant to such Shelf Registration Statement (on Form S-3 the “Shelf Registration Period”). Notwithstanding the foregoing, the Company shall have the right to (i) suspend the use of the Shelf Registration Statement from the time of the filing by the Company of any post-effective amendment thereto until such time as such post-effective amendment has been declared effective by the SEC, or (ii) delay the effectiveness of the Shelf Registration Statement if the financial statements or other information of The Switch Engineering Oy or the Other Stockholders required to be included therein pursuant to the extent permissibleapplicable requirements of the Securities Act are not available, or (iii) suspend the use of, the Shelf Registration Statement for not more than forty-five (45) Business Days in the aggregate during any 12-month period (a “Suspension Period”) if, in the case of clause (iii), (x) the Company is engaged in a material activity or transaction or preparations for a material activity or transaction that the Company desires to keep confidential for business reasons and the Company determines in good faith that the disclosure of such activity, transaction or preparations would otherwise be required by disclosure requirements under the Securities Act, and (y) the Company provides the Other Stockholders with written notice of such suspension (a “Suspension Notice”). The Company shall use its commercially reasonable efforts to have the Shelf Registration Statement”Statement declared effective by the SEC and to lift any such suspension as promptly as practicable after a condition specified in clause (ii) covering or (iii)(x) above is no longer applicable, as applicable. The Stockholders agree to treat and keep the resale existence of all Registrable Securities, and shall any such delay or suspension confidential. If the Company suspends the use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Other Stockholders shall immediately cease Transfers of shares pursuant thereto upon the receipt of the Suspension Notice. The Company shall use its reasonable best efforts to keep such promptly notify the Other Stockholders when the Shelf Registration Statement may once again be used. Prior to the expiration of the Shelf Registration Period, each Other Stockholder shall notify the Company of each Transfer of Registrable Securities within ten Business Days of such Transfer. Not later than one (1) Business Day after the Shelf Registration Statement is declared effective by the SEC, the Company shall cause its counsel (which may be its internal counsel) to issue a blanket opinion (the “Blanket Opinion”) to the Company’s transfer agent stating that the Registrable Securities covered by the Shelf Registration Statement are subject to an effective registration statement and, when transferred in a transaction covered by the Shelf Registration Statement, can be issued free of any restrictive legend(s). (b) During the Shelf Registration Period, the Company shall, other than during a Suspension Period, (i) as promptly as practicable, prepare and file with the SEC at all times and such post-effective amendments to re-file such the Shelf Registration Statement, as may be necessary to keep the Shelf Registration Statement upon its expirationcontinuously effective and available for the resale of the Registrable Securities by the Other Stockholders during the Shelf Registration Period; (ii) cause the related prospectus to be supplemented by any required prospectus supplement, and subject as so supplemented to Sections 3(f) be filed with the SEC pursuant to Rule 424 under the Securities Act; and (g), iii) use its commercially reasonable efforts to cooperate comply with the provisions of the Securities Act applicable to the disposition of Registrable Securities covered by the Shelf Registration Statement during the Shelf Registration Period in any shelf take-down, whether or not underwritten, accordance with the intended methods of disposition by amending or supplementing the Prospectus related to Other Stockholders set forth in such Shelf Registration Statement as may be reasonably requested by so amended or such prospectus as so supplemented. The Company shall use its commercially reasonable efforts to respond to any and all comments received from the Holders or as otherwise required, SEC with respect to the Shelf Registration Statement and to provide to the Sellers’ Representatives on behalf of the Other Stockholders true and complete copies of all correspondence from and to the SEC relating to the Shelf Registration Statement. The Stockholders agree to treat and keep such comments (and the existence of any such comments) confidential until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or the comments are no longer outstandingmade publicly available by the SEC. (iic) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the The Company shall file use its commercially reasonable efforts to obtain the withdrawal, at the earliest possible time, of an automatic shelf registration statement (as defined in Rule 405 order suspending the effectiveness of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”, if applicable. (d) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, The Other Stockholders acknowledge that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status maintain the accuracy of the information included in the Shelf Registration Statement, including information contained in the prospectus included therein. To the extent required to comply with the Securities Act, the Other Stockholders shall promptly furnish to the Company determines any additional information required to correct and update any previously furnished information or required so that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement and the prospectus included therein shall not contain, with respect to such Other Stockholder, an untrue statement of material fact or omit to state a Shelf Registration Statement that is fact necessary to make the statements therein (in the case of any prospectus, prospectus supplement or Free Writing Prospectus, in light of the circumstances under which they were made) not automatically effective or file a new Shelf Registration Statementmisleading. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, At such time as the Company shall be eligible to use Form S-3 for secondary offerings, a Requesting Holder at any time may utilize its right to make a Demand Request (without the need to satisfy any requirement for a minimum proposed offering price to the public) by delivery to the Company of a written request (a “Shelf Request”) to the Company to file a registration statement with the SEC a shelf Registration Statement (on Form S-3 Commission seeking to register the extent permissible) offer and sale of the Registrable Securities by the Holders thereof from time to time pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) covering ). Subject to the resale provisions of all Registrable Securitiesthis Agreement, within 45 days after receipt of any such Shelf Request, the Company shall file a Shelf Registration Statement and shall use all commercially reasonable best efforts to cause such registration statement Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable and in any event on or before 90 days after the date of filing. If the Commission notifies the Company that the Shelf Registration Statement will receive no action or review from the Commission, the Company will request that the Shelf Registration Statement become effective no later than the expiration within five Business Days after receipt of the Lock-Up Periodsuch Commission notification. Upon filing the effectiveness under the Securities Act of the Shelf Registration Statement, the Company shall will use its all commercially reasonable best efforts to keep such cause the Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expirationremain effective, and subject to Sections 3(f) supplemented and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement amended as may be reasonably requested required by the Holders or as otherwise required, until such time as Securities Act throughout the period ending on the date which is the earliest to occur of (A) the date that all Registrable Securities that could registered under such Registration Statement may be sold in a three-month period under Rule 144 under the Securities Act, (B) the date all Registrable Securities registered under such Shelf Registration Statement have been sold or are no longer outstanding. and (iiC) If three years after the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a date on which such Shelf Registration Statement pursuant becomes effective with respect to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 offer and sale of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at plus the time aggregate number of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementdays in all applicable Suspension Periods. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. ‌ The Company shall use its reasonable best efforts to file, not later than‌ (i) No later than 30 days after the expiration of date hereof (the Lock-Up Period“S-3 Shelf Filing Deadline”), the Company shall file with the SEC a shelf Registration Statement (on Form S-3 covering the resale of all of the Registrable Securities held by the Common Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file Form S-3 Shelf as of or prior to the extent permissible) S-3 Shelf Filing Deadline, a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, ); provided that the Company shall use its reasonable best efforts to remain qualified to file the Form S-3 Shelf. As of the date hereof, the Company is qualified to file a Form S-3 Shelf. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as is reasonably practicable after the filing thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed of by the Common Investors or are no longer Registrable Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective with extend beyond the SEC at all times three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to re-file have such Shelf Registration Statement upon declared effective promptly (the period during which the Company shall use its expiration, and subject reasonable efforts to Sections 3(fkeep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 6.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible.‌ The Company shall promptly notify the Common Investors by e-mail of the effectiveness of a Shelf Registration Statement promptly after the Company telephonically confirms effectiveness with the SEC (gbut in no event more than two Business Days thereafter), . The Company shall file a final prospectus with the SEC to cooperate in any shelf take-down, whether or not underwritten, the extent required by amending or supplementing Rule 424 under the Prospectus related to Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 provide for customary permitted means of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements disposition of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities, including agented transactions, sales directly into the market and purchases or sales by brokers. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to a be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementeffective. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (a) The Company shall: (i) No no later than the expiration last to occur of (i) the Lock-Up Perioddate on which the Letter of Credit (as defined in the Securities Purchase Agreement) is issued and available, (ii) the date on which the Company shall receives the Purchase Price (as defined in the Securities Purchase Agreement) for the Preferred Stock, and (iii) seven days after the Company has filed its Quarterly Report on Form 10-Q for the period ending September 30, 2002 with the SEC, prepare and file with the SEC a shelf Registration Statement in respect of all the Registrable Securities on an appropriate form for a secondary offering to be made on a continuous basis by the Company pursuant to Rule 415 (on Form S-3 to the extent permissible) (a “"Shelf Registration Statement”"); and (ii) covering the resale of all Registrable Securitiessubject to Section 3 hereof, and shall use reasonable its best efforts to cause such registration statement the Shelf Registration Statement to become effective no later than as soon as practicable after such filing. In addition to the expiration Registrable Securities, the Company may include in the Shelf Registration Statement shares of Common Stock held by any holder of equity securities of the Lock-Up Company or any securities convertible into or exercisable or exchangeable for such equity securities, which holder is entitled by written agreement with the Company to have some or all of such securities included in the Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective at all times until such date as is the earlier of: (i) the date on which all of the Registrable Securities have been sold, (ii) the date on which all of the Registrable Securities may be immediately sold to the public without registration conditions or limitations whatsoever (including limitations or restrictions related to affiliates), whether pursuant to Rule 144 or otherwise, and (iii) subject to this Section 2, the date which is two years after the date hereof. (The period of time commencing on the date the Shelf Registration Statement is declared effective and, subject to this Section 2, ending on the earliest of the foregoing dates is referred to as the "Registration Period.") Subject to Section 3 hereof, the Company shall use its best efforts to amend or supplement the Prospectus contained in the Shelf Registration Statement in order to permit such Prospectus to be lawfully delivered until the end of the Registration Period. Upon filing The Registration Period shall be extended by duration of (i) any period during which (c) In addition to complying with the requirements of Section 4, in connection with the Shelf Registration Statement, the Company shall use its reasonable best efforts (i) mail to keep such each Holder a copy of the Prospectus forming part of the Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expirationStatement, and subject to Sections 3(f(ii) otherwise comply in all respects with all applicable federal securities laws, rules and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstandingregulations. (iid) If Each Holder shall notify the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated least five business days prior to file a any sale of Registrable Securities by such Holder pursuant to the Shelf Registration Statement pursuant to this AgreementStatement. During such five-day period, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of have the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with right to notify Holder that the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Holder may not sell Registrable Securities to be registered pursuant to an Automatic the Shelf Registration Statement at due to either a Blackout Period or Holdback Period then being in effect or then being invoked. Upon such notice being provided, Holder shall not sell any Registrable Securities pursuant to the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when until the Company has notified Holder that the Blackout Period or Holdback Period, as applicable, is required no longer in effect. (e) Subject to re-evaluate its WKSI status the Company determines that it is not a WKSISections 3 and 4 hereof, the Company shall use its reasonable best efforts to post-effectively promptly supplement or amend the Automatic Shelf Registration Statement if required by the Securities Act to a keep such Registration Statement effective during the Registration Period. (f) Each Holder shall notify the Company promptly, but in any event within three business days, after the date on which all Registrable Securities owned by such Holder have been sold by such Holder so that the Company may comply with its obligation to terminate the Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date in accordance with Item 512 of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.Regulation S-K.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the The Company shall file with the SEC a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(d)(iv) is applicable (on Form S-3 to the extent permissible) (a “"Initial Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period"). Upon filing the Shelf Registration Statement, the The Company shall use its reasonable best efforts to keep such file with the SEC the Initial Shelf Registration Statement effective with on or prior to the SEC at all times and to re-file such applicable Filing Date. The Initial Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may shall be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securitiesbut not including any underwritten offerings). The Company shall pay not permit any securities other than the registration fee for all Registrable Securities to be registered pursuant to an Automatic included in the Initial Shelf Registration Statement at the time of filing of the Automatic or any Subsequent Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis(as defined below). If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the The Company shall use its reasonable best efforts to post-effectively amend cause the Automatic Initial Shelf Registration Statement to a be declared effective under the Securities Act on or prior to the applicable Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date that is not automatically effective two years from the Closing Date or file such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or, if applicable, a new Subsequent Shelf Registration Statement. , or cease to be outstanding or cease to be Registrable Securities (iii) To the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent that required to permit dealers to comply with the Company becomes ineligible to use Form S-3, applicable prospectus delivery requirements of Rule 174 under the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility Act and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableotherwise provided herein.

Shelf Registration Statement. (i) No Solely to the extent that a shelf registration statement covering the Registrable Securities is not then effective, no later than the first (1st) Business Day following the expiration of the Lock-Up Standstill Period, the Company shall file with the SEC a shelf Registration Statement (registration statement on Form S-3 (or successor form) (such requested registration, a “Demand Registration”). The Holder may request that any Demand Registration be made pursuant to Rule 415 under the extent permissibleSecurities Act (which, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) covering relating to the offer and resale of all Registrable Securities, and shall use reasonable best efforts Securities by the Holder from time to cause such registration statement to become effective no later than time in accordance with the expiration methods of distribution set forth in the Lock-Up Period. Upon filing Plan of Distribution section of the Shelf Registration Statement, and the Company shall use its commercially reasonable best efforts to keep cause such Shelf Registration Statement to promptly be declared or otherwise become effective with under the SEC at all times and Securities Act. Any such registration pursuant to re-file such the Shelf Registration Statement upon its shall hereinafter be referred to as a “Shelf Registration.” The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, and subject if applicable, with a successor effective Shelf Registration Statement to Sections 3(f) and (g), to cooperate in the extent any shelf take-downRegistrable Securities remain outstanding. The Company will pay all Registration Expenses, whether or not underwrittenany such registration is consummated; provided, by amending or supplementing the Prospectus related to such Shelf however, that expenses arising out of any Registration Statement as may be reasonably requested withdrawn solely at the request of Holder (unless withdrawn following postponement of filing by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements Section 2(f)(i) or due to adverse market conditions) or any supplements or amendments to a Registration Statement resulting from a misstatement furnished to or on behalf of the Securities Act and the rules and regulations Company by or on behalf of the SEC thereunder, that covers the Registrable Securities. The Company a Holder shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementborne by such Holder. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodThe Company shall, the Company shall at its expense, prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement (with respect to resales of the Transfer Restricted Securities by the Holders from time to time on Form S-3 a delayed or continuous basis pursuant to Rule 415 and in accordance with the extent permissible) (a “methods of distribution set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Securities Act within 210 days after the Closing Date; provided that if any Securities are issued upon exercise of the Lock-Up Period. Upon filing Option granted to the Initial Purchaser in the Purchase Agreement and the date on which such Securities are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Securities issued upon an exercise of the Option and the shares of Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement on the same terms as the Securities issued on the Closing Date. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC. (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling security holder in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first-class registered mail or by courier with delivery confirmation, a properly completed Notice and Questionnaire to the Company. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be sent on or prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 7(c) hereof (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the 20th Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth Business Day prior to initial effectiveness of the Shelf Registration Statement) (in any case, the “Questionnaire Deadline”). The Company agrees and undertakes that it shall distribute a Notice and Questionnaire (A) no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder in accordance with Section 7(c) hereof, and (B) in the case of a Holder that is a transferee of Transfer Restricted Securities, upon the request of such transferee Holder given in accordance with Section 7(c) hereof, to such Holder at the address set forth in such request. (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within 10 Business Days after its receipt thereof, file any amendments to the Shelf Registration Statement or supplements to the related Prospectus as are necessary to permit the Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2(d) hereof), provided, however, that (i) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period. (iii) Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. (c) The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement effective continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until the earliest to occur of: (i) the last date on which in the opinion of counsel to the Company the holding period applicable to sales of all Transfer Restricted Securities under Rule 144(k) has expired; (ii) the date as of which all Transfer Restricted Securities have been transferred under Rule 144; (iii) such date as of which all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement; and (iv) the date that is two (2) years after the later of the Closing Date or the latest Option Closing Date (as defined in the Purchase Agreement) (in any such case, such period being called the “Shelf Registration Period”). The Company will, in order to fulfill its obligations and this Section 2(c): (x) subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 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; and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period. (d) The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the “Suspension Period”), without incurring any obligation to pay Liquidated Damages pursuant to Section 2(e), for a period not to exceed: (i) 45 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or (iii) 120 days in the aggregate during any 12-month period, in each case only for valid business reasons, to be determined in good faith by the Company in its sole judgment (which shall not include the avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the SEC and similar events; provided that if the suspension of the Shelf Registration Statement relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which, in the sole judgment of the Company, would impede the Company’s ability to consummate such transaction, the Company may extend the Suspension Period set forth in (i) and (ii) above to 75 days; provided further, that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable. (e) The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if: (i) the Shelf Registration Statement is not filed with the SEC on or within 90 days after the Closing Date; (ii) the Shelf Registration Statement has not been declared effective by the SEC within 210 days after the Closing Date; or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds: (x) 45 consecutive days at any time; (y) 45 days in the aggregate in any three-month period; or (z) 120 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), provided that any suspension of the Shelf Registration Statement as a result of the time required by the SEC to declare effective a post-effective amendment to the Shelf Registration Statement in connection with the Company’s obligation to file such an amendment pursuant to Section 2(d)(ii) hereof shall not be included in the calculation of a Registration Default; the Company shall pay to each Notice Holder (who is also a Record Holder) during any period in which a Registration Default has occurred or is continuing in an amount (the “Liquidated Damages”) equal to: (i) one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities constituting Transfer Restricted Securities for the period up to and including the 90th day during which such Registration Default has occurred and is continuing; and (ii) one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities constituting Transfer Restricted Securities for the period including and subsequent to the 91st day during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Defaults. All accrued Liquidated Damages shall be paid by the Company on each Liquidated Damages Payment Date in cash to the date of such cure and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default and that such Liquidated Damages are the only monetary damages available to Holders in the event of a Registration Default. Notwithstanding anything in the Agreement to the contrary, Liquidated Damages shall only be payable to Notice Holders. (f) All of the Company’s obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Liquidated Damages shall accrue as to any Transfer Restricted Security from and after the earlier of: (i) the date such security is no longer a Transfer Restricted Security; and (ii) the expiration of the Shelf Registration Statement have been sold or are no longer outstandingPeriod. (iig) If Immediately upon the Company is occurrence or the termination of a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this AgreementDefault, the Company shall file give the Trustee, so long as the Securities remain outstanding, notice of such commencement or termination of the obligation to pay Liquidated Damages with regard to the Securities, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in an automatic shelf registration statement Officer’s Certificate (as such term is defined in Rule 405 the Indenture)), and prior to receipt of such Officer’s Certificate the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act Trustee and the rules transfer and regulations of paying agent shall be entitled to assume that no such commencement or termination has occurred, as the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementcase may be. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No The Company shall prepare and, not later than 180 days following the expiration of the Lock-Up PeriodClosing Date, the Company shall file with the SEC a shelf Shelf Registration Statement (on Form S-3 with respect to resales of the extent permissible) (a “Securities and the Class A common stock issuable upon conversion thereof by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use reasonable its best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Act within 240 days after the Closing Date; provided that if any Securities are issued upon exercise of the Lockover-Up Periodallotment option granted to the Initial Purchasers in the Purchase Agreement and the date on which such Securities are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Securities and Class A common stock issuable upon conversion thereof are included in the Shelf Registration Statement on the same terms as the Securities issued on the Closing Date. Upon filing Subject to Section 2(d), the Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, if required by the Act, the Exchange Act or the SEC. (1) Not less than 30 calendar days prior to the effectiveness of the Shelf Registration Statement, the Company shall mail the Notice and Questionnaire to the Holders of Securities and Class A common stock issued upon conversion thereof. No Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, and no Holder shall be entitled to use its reasonable best efforts the Prospectus forming a part thereof for resales of Securities or Class A common stock issued upon conversion thereof at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to keep the Company by the deadline for responses set forth therein; PROVIDED, HOWEVER, that Holders of Securities or Class A common stock issued upon conversion thereof shall have at least 20 calendar days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company. (2) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Securities or Class A common stock issued or issuable upon conversion thereof that has not returned a completed Notice and Questionnaire, promptly send a Notice and Questionnaire to such Holder. The Company shall not be required to take any action to name such Holder as a selling securityholder in the Shelf Registration Statement or to enable such Holder to use the Prospectus forming a part thereof for resales of Securities or Class A common stock issued or issuable upon conversion thereof until such Holder has returned a completed and signed Notice and Questionnaire to the Company, whereupon the Company will be required to take such action. (c) The Company shall keep the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming part thereof to be usable by all Holders until the earliest of (i) the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' over-allotment option, (ii) the date on which all the Securities and Class A common stock issued or issuable upon conversion thereof may be sold by non-affiliates ("affiliates" for such purpose having the meaning set forth in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act, (iii) the date as of which all the Securities and Class A common stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) and (iv) such date as of which all the Securities and the Class A common stock issued or issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company will, subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; subject to Section 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 Act; and, comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. (d) The Company may suspend the use of the Prospectus for a period not to exceed 60 days in any three-month period or for three periods not to exceed an aggregate of 120 days in any twelve-month period (the "Suspension Period") for valid business reasons, to be determined by the Company in its sole reasonable judgment (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; provided that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; provided, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The Company shall provide notice to the Holders of a Suspension Period as required under Section 3(c)(1)(iv) hereof. (e) If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 180 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 240 days after the Closing Date, or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which shall exceed 120 days in the aggregate in any twelve-month period during the period beginning 240 days after the Closing Date and ending on the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities who has complied with such Holder's obligations under this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 52.7704 shares of Class A common stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 52.7704 shares of Class A common stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Company on each Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Liquidated Damages are not paid when due, then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default. (f) All of the Company's obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are no longer outstandingsatisfied in full. (iig) If Immediately upon the Company is occurrence or the termination of a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this AgreementDefault, the Company shall file give the Trustee, in the case of notice with respect to the Securities, and the transfer and paying agent for the Class A common stock, in the case of notice with respect to Class A common stock issued or issuable upon conversion thereof, notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Securities and Class A common stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an automatic shelf registration statement Officers' Certificate (as such term is defined in Rule 405 the Indenture)), and prior to receipt of such Officers' Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be. (h) Until the later of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements second anniversary of the Securities Act Closing Date and the rules and regulations second anniversary of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSISettlement Date, the Company shall use its reasonable best efforts to post-effectively amend will not, and will not permit any Affiliates under the Automatic Shelf Registration Statement to a Shelf Registration Statement Company's control to, resell any Securities or Class A common stock issuable upon conversion thereof that is not automatically effective have been or file a new Shelf Registration Statementmay be acquired by any of them. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the Company Parent shall file with the SEC a shelf Registration Statement (use its commercially reasonable efforts to keep its registration statement on Form S-3 to (the extent permissible) (a “Shelf Registration Statement”) covering continuously effective under the resale Securities Act in order to permit the Prospectus forming a part thereof to be usable by the Seller for the sale of all Registrable SecuritiesSecurities until the date as of which there are no Registrable Securities outstanding. Without limiting the foregoing, and Parent shall file on the Closing Date a Prospectus supplement naming the Seller (subject to receipt of information reasonably requested by Parent necessary to complete such Prospectus supplement). Except as would not materially restrict or impair Seller’s rights to use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, Parent hereby represents and warrants that (i) the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective referred to in this ‎Section 5.23 is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the SEC not earlier than three years prior to the date hereof; and no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by Parent; (ii) at all times and to re-file such the time of initial filing of the Shelf Registration Statement upon its expirationand at the time of the most recent amendment thereto for purposes of compliance with Section 10(a)(3) of the Securities Act, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing at the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is Parent was a well-“well known seasoned issuer (issuer” as defined in Rule 405) (a , including not having been an “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (ineligible issuer” as defined in Rule 405 405; (iii) as of the Securities Act) on Form S-3 (an “Automatic date hereof, no order suspending the effectiveness of the Shelf Registration Statement”) in accordance with Statement has been issued by the requirements SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against Parent or related to the offering has been initiated or threatened by the SEC; (iv) as of the applicable effective date of the Shelf Registration Statement and any amendment thereto, the Shelf Registration Statement complied and will comply with the Securities Act, and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be registered pursuant stated therein or necessary in order to an Automatic make the statements therein not misleading; and (v) as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If the continued use of the Shelf Registration Statement at any time would require Parent to make an Adverse Disclosure, Parent may, upon giving at least three days’ prior written notice of such action to the time of filing Seller, suspend use of the Automatic Shelf Registration Statement and (an “Unusual Shelf Suspension”); provided that Parent shall not elect be permitted to pay exercise an Unusual Shelf Suspension (i) more than two times during any portion 12-month period or (ii) for a period exceeding 30 days on any one occasion. In addition, Parent may, upon giving at least three days’ prior written notice to the Seller, suspend the use of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when during the Company is required regular quarterly period during which directors and officers of Parent are not permitted to retrade under the xxxxxxx xxxxxxx policy of Parent then in effect until the expiration of such quarterly period (a “Regular Shelf Suspension,” together with an Unusual Shelf Suspension, a “Shelf Suspension”); provided that the right of Parent to cause a Regular Shelf Suspension shall not be applicable to holders of Registrable Securities for more than a total of 120 days during any 12-evaluate its WKSI status month period. In the Company determines that it is not case of a WKSIShelf Suspension, the Company Seller shall suspend use its reasonable best efforts of the applicable Prospectus in connection with any sale or purchase of, or offer to post-effectively amend sell or purchase, any Registrable Securities, upon receipt of the Automatic notice referred to above. Parent shall immediately notify the Seller upon the termination of any Shelf Suspension. Parent shall, if necessary, supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by Parent for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act. (c) Notwithstanding anything to the contrary, none of Parent, Buyer or any of their respective Subsidiaries or Affiliates shall have any obligation to prepare any Prospectus supplement (other than a Prospectus supplement to an existing shelf registration statement to name the Seller as selling shareholder), participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters. (d) Parent shall indemnify the Seller and, the Seller’s officers, managers, partners and members, and each person or entity, if any, that controls the Seller within the meaning of the Securities Act or Exchange Act, as applicable, (each, an “Indemnitee”), against any and all Damages arising out of or based upon (a) any violation by Parent (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law or of any rule or regulation promulgated under the Securities Act, Exchange Act or any state securities law applicable to Parent and relating to action or inaction required of Parent under this Section 5.23 or in connection with the Shelf Registration Statement that is not automatically effective or file a new Prospectus or (b) any third party claim based upon any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement. , Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433 under the Securities Act unless required to be filed as a result of its inclusion in a free writing prospectus prepared by the Seller without Parent’s prior written approval (iii) To for purposes of this section, the “Securities Act Information”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Parent shall not be liable to any such Indemnitee or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such Damages arise out of or are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Company becomes ineligible Securities Act Information in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests that was furnished in writing to Parent for use Form S-3in connection with the Securities Act Information contained therein by such Indemnitee or (ii) the Seller’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Company shall file Seller by Parent at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue 57 statement or omission or alleged omission if such statement or omission was corrected in a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablefinal amended or supplemented Prospectus.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall Issuers and the Guarantors shall: (i) comply with all the provisions of Section 6(c) below and use its all of their respective commercially reasonable best efforts to keep effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuers pursuant to Section 4(b) hereof), and pursuant thereto the Issuers and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and (ii) issue, upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement effective with the SEC at contemplated by this Agreement; provided that such Holder provides all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be documentation reasonably requested by the Holders or as otherwise requiredIssuers in connection with such issuance, until such time as all Registrable Securities that could be Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and surrendered to the Issuers for cancellation; the Issuers shall not elect to pay any portion of register Exchange Notes on the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when for this purpose and issue the Company is required Exchange Notes to re-evaluate its WKSI status the Company determines that it is not a WKSI, purchaser(s) of securities subject to the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementin the names as such purchaser(s) shall designate. (iii) To At any time after the extent that effectiveness of the Company becomes ineligible Shelf Registration Statement, if Issuers determine in good faith for valid business reasons not to use Form S-3disclose the existence of or facts surrounding any proposed or pending material corporate transaction or other material development involving the Issuers or the Guarantors, the Company shall file Issuers may allow the Shelf Registration Statement to fail to be effective or the Prospectus contained therein to be unusable as a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date result of such ineligibility nondisclosure for up to forty-five (45) days in any three-month period or ninety (90) days in any year during the two-year period of effectiveness required by Section 4 hereof and use its reasonable best efforts no Additional Interest shall become payable by the Issuers or the Guarantors as a result of any such Shelf Registration Statement failing to have be effective or any such registration statement declared effective Prospectus being unusuable pursuant to this Section 6(b)(iii). Upon the occurrence of a transaction or development described above, the Issuers shall notify the Holders as promptly as practicablepracticable and, if requested by such Holders, confirm such notice in writing.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up PeriodThe Holder hereby requests that General Motors, the Company shall and General Motors shall, subject to Section 2.8 hereof, use commercially reasonable efforts to prepare and file with the SEC and have declared effective as promptly as practicable a shelf registration statement (the "Shelf Registration Statement (Statement") on Form S-3 under the Securities Act relating to the extent permissible) (offer and sale by the Holder at any time and from time to time on a “Shelf Registration Statement”) covering delayed or continuous basis in accordance with Rule 415, through such method or methods of distribution as the resale Holder shall select, and in accordance with this Agreement, but only after August 19, 2000, of all of the Registrable Securities, and, subject to Sections 2.8 and 3.2, General Motors shall use commercially reasonable best efforts to cause keep the Shelf Registration Statement effective under the Securities Act for so long as permitted by Rule 415 or, if earlier, until the earlier of the 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 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 become effective no later include therein any securities other than the expiration Shares that become Registrable Securities or to reflect changes in the manner of distribution reasonably requested by the Lock-Up PeriodHolder. Upon filing It is understood and agreed that General Motors may also register for public offering and sale pursuant to 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 Company shall use its reasonable best efforts Securities Act with respect to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related Registrable Securities sold pursuant to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstandingany Person other than a Holder). (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. On or prior to the Initial Date (i) No later than the expiration of the Lock-Up Periodas defined below), the Company Ultra shall file with the SEC a shelf Registration Statement for a Shelf Registration on Form S-1 covering the resale of all Registrable Securities on a delayed or continuous basis (the “Form S-1 Shelf”). In the event that Ultra becomes eligible to use Form S-3 under the Securities Act after twelve (12) calendar months following the Closing Date, Ultra shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Shelf Registration on Form S-3 to the extent permissible) (a “Form S-3 Shelf” and together with the Form S-1 Shelf, the “Shelf Registration Statement”) covering or, if such conversion is not permitted, shall file a new Registration Statement that is a Form S-3 Shelf. Subject to the resale terms of all Registrable Securitiesthis Agreement, including any applicable Blackout Period, Ultra shall respond to any comments from the SEC as promptly as practicable and use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and shall use its commercially reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the 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 Registrable Securities named in the Shelf Registration Statement via facsimile or by email of the effectiveness of a Form S-1 Shelf promptly once Ultra confirms effectiveness with the SEC. Ultra shall file a final Prospectus with the SEC at all times and to re-file the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as shall provide for all permitted means of disposition of Registrable Securities that could be sold requested in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities writing to be registered pursuant to an Automatic Shelf Registration Statement at included therein by Sponsor including, without limitation, Underwritten Offerings, agented transactions, sales directly into the time of filing of the Automatic Shelf Registration Statement market, purchases or sales by brokers and shall sales not elect to pay any portion of the registration fee on involving a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementpublic offering. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than As promptly as practicable after the expiration execution of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall prepare and file with the SEC a Registration Statement for an automatic shelf registration statement (as defined in offering to be made on a delayed or continuous basis pursuant to Rule 405 415 of the Securities Act) on Form S-3 Act registering the resale from time to time by the Holders of all of the Registrable Securities (an the “Automatic Shelf Registration Statement”) ). The Shelf Registration Statement shall be on Form S-3, unless the Company is ineligible to use such form, in which case the Shelf Registration Statement shall be on another appropriate form, in any case permitting registration of such Registrable Securities for resale by such Holders in accordance with the requirements methods of distribution set forth in the Shelf Registration Statement (such methods of distribution to include underwritten offerings and other methods designated in writing by the Holders pursuant to Section 3(d)). The Lazard Parties shall be afforded a reasonable opportunity to review and comment on the draft of the Shelf Registration Statement and any amendment thereto prior to the Company filing it with the SEC, and the Company shall consider in good faith the comments of the Lazard Parties and its representatives in the preparation of the Shelf Registration Statement and any such amendment. The Company shall cause the Shelf Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay use all reasonable efforts to cause the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at to become effective as promptly as practicable and before the time Closing Date. The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act (subject to Section 3(a)(v)) until the earliest of filing (x) the first day after the first anniversary of the Automatic Closing Date upon which the Lazard Parties and the Lazard Subsidiaries collectively own less than 1,000,000 shares of the Common Stock issued to Prometheus in the Merger, (y) the third anniversary of the Closing Date and (z) the sale of all of the Registrable Securities included in the Shelf Registration Statement other than to Permitted Transferees (the “Shelf Effectiveness Period”). Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to the Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that related Prospectus, it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementwill do so only in accordance with this Section 3(a). (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodThe Company shall, the Company shall at its expense, prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement (on Form S-3 with respect to resales of the extent permissible) (a “Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Act within 180 days after the Closing Date; provided that if any Securities are issued upon exercise of the Lock-Up Period. Upon filing Option granted to the Initial Purchaser in the Purchase Agreement and the date on which such Securities are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Securities issued upon an exercise of the Option and the shares of Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement on the same terms as the Securities issued on the Closing Date. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC. (1) The Company shall give notice to all Holders of Transfer Restricted Securities not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, by issuing a press release to Reuters Economic Services and Bloomberg Business News. The Company shall take action to name each Holder that is a Notice Holder as of the date that is 20 calendar days prior to the effectiveness of the Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement at the time of its effectiveness and 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 shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in the Shelf Registration Statement. (2) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, promptly send a Notice and Questionnaire to such Holder and the Company shall (i) within 45 days after the date a completed and signed Notice and Questionnaire is delivered to the Company, prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder 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 post-effective amendment to the Shelf Registration Statement, it shall use its reasonable best efforts to cause such post-effective amendment to become effective under the Act as promptly as is practicable; provided, however, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to take the actions set forth above until the termination of such Suspension Period. (c) The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d), by all Notice Holders until the earliest of (i) the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Option, (ii) the last date on which the holding period applicable to sales of the Securities and the shares of Common Stock issuable upon conversion of the Securities under Rule 144(k) has expired, (iii) the date as of which all the Securities and the shares of Common Stock issuable upon conversion of the Securities have been transferred under Rule 144 under the Act, and (iv) such date as of which all the Securities and the shares of Common Stock issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company will, (x) subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 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 Act) and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all Securities and the shares of Common Stock issuable upon conversion of the Securities covered by the Shelf Registration Statement during the Shelf Registration Period in accordance with the intended methods of disposition by the Holders thereof set forth in such Shelf Registration Statement and the related Prospectus, as amended and supplemented. (d) The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the “Suspension Period”), without incurring any obligation to pay Liquidated Damages pursuant to Section 2(e), for a period not to exceed either 45 days in the aggregate in any three-month period or 90 days in the aggregate during any 12-month period during the period beginning on the effective date of the initial Shelf Registration Statement and ending on or prior to the expiration of the holding period applicable to sales of the Securities and shares of Common Stock issuable upon conversion of the Securities under Rule 144(k), for valid business reasons, to be determined by the Company in its sole judgment (which shall not include the avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the SEC and similar events; provided that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable. (e) The Company and the Initial Purchaser agree that the Holders of Transferred Restricted Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if (i) the Shelf Registration Statement is not filed with the SEC on or within 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date, or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds either 45 days in the aggregate in any three-month period or 90 days in the aggregate in any 12-month period during the period beginning on the effective date of the initial Shelf Registration Statement and ending on or prior to the expiration of the holding period applicable to sales of the Securities and shares of Common Stock issuable upon conversion of the Securities under Rule 144(k) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company will pay liquidated damages (“Liquidated Damages”) to each Notice Holder who is also a Record Holder. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred or is continuing is the amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities or $2.50 per annum per 73.6106 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for each day during which a Registration Default has occurred, it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Defaults. All accrued Liquidated Damages shall be paid by the Company on each Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default. (f) All of the Company’s obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are no longer outstandingsatisfied in full. (iig) If Immediately upon the Company is occurrence or the termination of a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this AgreementDefault, the Company shall file give (i) the Trustee, so long as the Securities remain outstanding, and (ii) the transfer agent for the Common Stock, in the case of notice with respect to the shares of Common Stock issuable upon conversion of Securities, notice of such commencement or termination of the obligation to pay Liquidated Damages with regard to the Securities or the Common Stock, as the case may be, and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an automatic shelf registration statement Officers’ Certificate (as such term is defined in Rule 405 the Indenture)), and prior to receipt of such Officers’ Certificate the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act Trustee and the rules transfer and regulations of paying agent shall be entitled to assume that no such commencement or termination has occurred, as the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementcase may be. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. 1.1 No later than 10 Business Days after the later of (i) No later than the expiration consummation of the LockMerger and (ii) the availability of all financial statements (including any financial statements required by Rule 3-Up Period05 of Regulation S-X and any pro forma financial statements required pursuant to Article 11 of Regulation S-X) required by the Securities Act (including the rules and regulations of the SEC promulgated thereunder) to be included or incorporated by reference a Registration Statement filed under the Securities Act, if the Company is then still eligible, the Company shall file with the SEC Securities and Exchange Commission (the “Commission”) a shelf Shelf Registration Statement (on Form S-3 as may be amended from time to time, the extent permissible) (a “Shelf Registration StatementInitial Shelf”) covering the resale of all Registrable Securities, and ). The Company shall use reasonable best efforts to prepare or cause such registration statement to become effective no later than be prepared any and all financial statements required for the expiration Initial Shelf as expeditiously as practicable. The Initial Shelf shall be on Form S-3 unless the Company is not then eligible to use Form S-3 in which case (i) the Initial Shelf shall be on Form S-1 and (ii) the reference to 10 Business Days in the first sentence of the LockSection 1.1 shall be deemed to be 20 Business Days. The Initial Shelf shall include all of the Registrable Securities of each Stockholder who shall have timely requested inclusion therein of some or all of its Registrable Securities by written notice to the Company. The Company shall use its reasonable best efforts to have the Initial Shelf declared effective by the Commission as soon as reasonably practicable after the Company files the Initial Shelf. If the Initial Shelf is on Form S-1, the Company shall use reasonable best efforts to keep the Initial Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (a) the date on which the Replacement S-3 Shelf (as defined below) is effective and (b) the date on which all Registrable Securities covered by the Initial Shelf shall cease to be Registrable Securities (such earlier date, the “Initial S-1 Shelf Expiration Date”). If the Initial Shelf is on Form S-1, then until the Initial S-1 Shelf Expiration Date, the Company will file any supplements or post-Up Periodeffective amendments required to be filed by applicable law so that (a) the Initial Shelf does not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading and (b) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 4. Upon filing If the Initial Shelf is on Form S-3 the Company shall use reasonable best efforts to keep the Initial Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the date on which all Registrable Securities covered by the Initial Shelf shall cease to be Registrable Securities. If the Initial Shelf is on Form S-1, upon the Company becoming eligible to register the Registrable Securities for resale by the Stockholders on Form S-3, the Company shall use reasonable best efforts to amend the Initial Shelf to a Shelf Registration StatementStatement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf (the “Replacement S-3 Shelf”) and cause the Replacement S-3 Shelf to be declared effective as soon as reasonably practicable thereafter. After the Replacement S-3 Shelf becomes effective, the Company shall use its reasonable best efforts to keep the Replacement S-3 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the date that all Registrable Securities covered by the Replacement S-3 Shelf shall cease to be Registrable Securities (such date, the “Replacement S-3 Shelf Expiration Date”). 1.2 If prior to the Replacement S-3 Shelf Expiration Date and after the effectiveness of the Initial Shelf there is not an effective Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expirationon Form S-3, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to shall promptly file a Shelf Registration Statement pursuant on Form S-1 (the “Subsequent S-1 Shelf”) and use its reasonable best efforts to this Agreementhave the Subsequent S-1 Shelf declared effective by the Commission as soon as reasonably practicable. In addition, the Company shall file an automatic shelf registration statement use reasonable best efforts to keep the Subsequent S-1 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (a) the date on which the Subsequent S-3 Shelf (as defined below) is effective and (b) the date that all Registrable Securities covered by the Subsequent S-1 Shelf shall cease to be Registrable Securities (such earlier date, the “Subsequent S-1 Shelf Expiration Date”). Further, until the Subsequent S-1 Shelf Expiration Date, the Company will file any supplements or post-effective amendments required to be filed by applicable law so that (i) the Subsequent S-1 Shelf does not include any untrue statement of material fact or omit to state any material fact necessary in Rule 405 order to make the statements therein not misleading and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 4. Upon the Company again becoming eligible to register the Registrable Securities Act) for resale by the Stockholders on Form S-3, the Company shall use reasonable best efforts to amend the Subsequent S-1 Shelf to a Shelf Registration Statement on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic or file a Shelf Registration Statement at the time of filing on Form S-3 in substitution of the Automatic Subsequent S-1 Shelf Registration Statement (the “Subsequent S-3 Shelf”) and shall not elect cause the Subsequent S-3 Shelf to pay any portion of be declared effective as soon as reasonably practicable thereafter. After the registration fee on a deferred basis. If at any time following the filing of an Automatic Subsequent S-3 Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIbecomes effective, the Company shall use its reasonable best efforts to post-effectively amend keep the Automatic Subsequent S-3 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the date that all Registrable Securities covered by the Subsequent S-3 Shelf shall cease to be Registrable Securities. 1.3 Upon the request of any Stockholder whose Registrable Securities are not included in an effective Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To at the extent that the Company becomes ineligible to use Form S-3time of such request, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have amend the Initial Shelf, the Replacement S-3 Shelf, the Subsequent S-1 Shelf or the Subsequent S-3 Shelf, as applicable, to include the Registrable Securities of such Stockholder; provided that the Company shall not be required to so amend such registration statement declared effective more than once every 90 days; and provided further that such Stockholder delivers all such information regarding the distribution of such Registrable Securities and such other information relating to such Stockholder and its Registrable Securities as the Company may reasonably request in writing. Within five days after receiving a request pursuant to the immediately preceding sentence, the Company shall give written notice of such request to all other Stockholders and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the Company’s giving of such notice; provided that such requesting Stockholders promptly deliver all such information regarding the distribution of such Registrable Securities and such other information relating to such Stockholder and its Registrable Securities as practicablethe Company may reasonably request in writing; and provided further that the Company receives such information at least five Business Days prior to the anticipated filing date of such amendment (it being understood, however, that such Stockholder shall have five Business Days to comply with such request for information).

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall prepare and file with the SEC a shelf within 60 days following the Closing Date the Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution designated by such Holders and set forth in such Shelf Registration Statement (on Form S-3 subject to the extent permissibleSection 3(u) (a “Shelf Registration Statement”hereof) covering the resale of all Registrable Securities, and thereafter shall use their reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Act within 150 days after the Closing Date; provided that if any Notes are issued upon exercise of the Lockover-Up Period. Upon filing allotment option granted to the Initial Purchasers in the Purchase Agreement and the date on which such Notes are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Notes and Common Shares issuable upon conversion of such Notes are included in the Shelf Registration Statement on the same terms as the Notes issued on the Closing Date. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC. (i) Each Holder wishing to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement and related Prospectus agrees to deliver the Notice and Questionnaire, together with such information as the Company shall reasonably request, to the Company at least five business days prior to the effectiveness of the Shelf Registration Statement. The Company shall take action to name each Holder that is a Notice Holder as of the date that is 10 calendar days prior to the effectiveness of the Shelf Registration Statement so that such Notice Holder is named as a selling security holder in the Shelf Registration Statement at the time of its effectiveness and 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. (ii) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, promptly send a Notice and Questionnaire to such Holder. From and after the date on which the Shelf Registration Statement has become effective, the Company shall (i) as promptly as is practicable after the date a completed and signed Notice and Questionnaire and such other information as the Company may reasonably request is delivered to the Company by such holder, and in any event within five Business Days after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling security holder 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, and (ii) use their reasonable best efforts to cause any such post-effective amendment to become effective under the Act as promptly as is practicable; provided, however, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to take the actions set forth in clauses (i) and (ii) until the termination of such Suspension Period. No Holder shall be entitled to be named as a selling shareholder in the Shelf Registration Statement or to use the Prospectus forming a part thereof for resales of Transfer Restricted Securities unless such Holder is a Notice Holder. (c) The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until the earliest of (i) the second anniversary of the Closing Date, (ii) the date on which all the Notes and Common Shares issued or issuable upon conversion of the Notes may be sold by non-affiliates ("affiliates" for such purpose having the meaning set forth in Rule 144 under the Act) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act, (iii) the date as of which all the Notes and Common Shares issued or issuable upon conversion of the Notes have been transferred pursuant to Rule 144 under the Act (or any similar provision then in force) and (iv) such date as of which all the Notes and the Common Shares issued or issuable upon conversion of the Notes have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company will, (x) subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 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 Act and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. (d) The Company may suspend the use of the Prospectus for a period not to exceed 45 days in any three-month period or for three periods not to exceed an aggregate of 90 days in any 12-month period (the "Suspension Period") for valid business reasons, to be determined by the Company in the sole reasonable judgment of the board of directors of the Company (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; provided that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; provided, further, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. (e) If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 60 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 150 days after the Closing Date, or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12 month period during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Notes are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities that has complied with such Holder's obligations under this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one quarter of one percent (25 basis points) per annum per $1,000 principal amount of Notes or $2.50 per annum per 31.98976 Common Shares (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Notes or $5.00 per annum per 31.98976 Common Shares (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of each Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default (it being understood that (x) a Registration Default under clause (i) above shall be cured on the date that the Shelf Registration Statement is filed with the SEC, (y) a Registration Default under clause (ii) above shall be cured on the date that the Shelf Registration Statement is declared effective by the SEC and (z) a Registration Default under clause (iii) above shall be cured on the date the Shelf Registration Statement is declared effective or useable). Liquidated Damages shall cease to accrue in respect of any Transfer Restricted Security when it shall cease to be such. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Company on each Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in any partial month. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default. (f) All of the Company's obligations set forth in the preceding paragraph which are outstanding or as otherwise required, exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are no longer outstandingsatisfied in full. (iig) If As promptly as practicable after the occurrence or the termination of a Registration Default, the Company shall give the Trustee, in the case of notice with respect to the Notes, and the transfer and paying agent for the Common Shares, in the case of notice with respect to Common Shares issued or issuable upon conversion of the Notes, notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Notes and Common Shares and the amount thereof, and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is a well-known seasoned issuer defined in the Indenture)). (h) All Notes which are purchased or otherwise acquired by the Company or any of its subsidiaries or affiliates (as defined in Rule 405144 (or any successor provision) (a “WKSI”under the Act) at a time when it is obligated prior to file a Shelf Registration Statement the Final Maturity Date shall be delivered to the Trustee for cancellation and the Company may not hold or resell such Notes or issue any new Notes to replace any such Notes or any Notes that any Holder has converted pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementIndenture. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company The Issuers shall file with the SEC Commission a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”"INITIAL SHELF REGISTRATION STATEMENT") covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up PeriodRegistrable Notes. Upon filing the Shelf Registration Statement, the Company The Issuers shall use its reasonable best efforts to keep such Shelf Registration Statement effective file with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing Commission the Prospectus related to such Initial Shelf Registration Statement as may promptly as practicable and in any event on or prior to 45 days after such Shelf Filing Event occurs (but in no event prior to 135 days following the date of the original issuance of the notes). The Initial Shelf Registration Statement shall be reasonably requested on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Registrable Notes covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Subsequent Shelf Registration Statement pursuant to this Agreement, covering all of the Company shall file Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an automatic shelf registration statement (as defined in Rule 405 of earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; PROVIDED, HOWEVER, that (i) on Form S-3 (an “Automatic the Effectiveness Period in respect of the Initial Shelf Registration Statement”) in accordance 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 Act and as otherwise provided herein and (ii) the rules and regulations Company may suspend the effectiveness of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Initial Shelf Registration Statement at by written notice to the time Holders solely as a result of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend effective amendment to the Automatic Initial Shelf Registration Statement to a Shelf Registration Statement that incorporate annual audited financial information with respect to the Company where such post-effective amendment is not automatically yet effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible and needs to be declared effective to permit holders to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablerelated Prospectus.

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up PeriodThe Company represents that it filed on January 13, the Company shall file with the SEC 2015 a shelf Registration Statement (registration statement on Form S-3 to the extent permissible) F-3 (a “Shelf Registration Statement”) covering (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 shall use reasonable best efforts pursuant to cause such registration statement Rule 415 promulgated under the Securities Act. The Company acknowledges that prior to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration StatementEffective Date, each Securityholder has furnished to the Company shall use its reasonable best efforts to keep in writing such Shelf Registration Statement effective information with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related respect to such Shelf Registration Statement Securityholder as may be has been reasonably requested by the Holders or as otherwise required, until Company for the purpose of including such time as all Securityholder’s Registrable Securities in the Prospectus that could be sold in such forms part of the Shelf Registration Statement have been sold (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 are no longer outstanding. promptly thereafter, each such Securityholder shall be named, to the extent required by the rules promulgated under the Securities Act by the SEC, as a selling Securityholder and be permitted to deliver (iior 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 Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file initial effective date of a Shelf Registration Statement pursuant to this Agreement(the “Initial Shelf Effective Date”), the Company shall file prior to the expiration of such three year period a new Shelf Registration Statement covering all Registrable Securities that remain issued and outstanding, including in the form of ADRs, and, unless such new Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities thereafter use its commercially reasonable efforts to cause to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable such new Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause each Shelf Registration Statement to remain effective until the earlier of (i) the date that a subsequent Shelf Registration Statement becomes effective, and (ii) the date that no Registrable Securities are issued and outstanding.

Shelf Registration Statement. (ia) No later than Subject to the expiration terms and conditions hereof, and further subject to the availability of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to Public Company, any of the extent permissibleDemand Shareholders may by written notice delivered to Public Company (the “Shelf Notice”) require Public Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (a the “Shelf Registration Statement”) covering ). To the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the extent Public Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to 405 under the Securities Act), Public Company shall file a the Shelf Registration Statement pursuant to this Agreement, in the Company shall file form of an automatic shelf registration statement (as defined in Rule 405 of under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements or any successor form thereto. If registering a number of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The , Public Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement automatic shelf registration statement at the time of filing of the Automatic Shelf Registration Statement automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following Public Company may also amend an existing registration statement on Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 6.3(a), Public Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the filing of an Automatic Shelf Registration Statement when in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to Public Company a written request to so participate within five (5) days after the Shelf Notice is required received by any such holder of Registrable Securities. (c) Subject to re-evaluate its WKSI status the Company determines that it is not a WKSISection 6.3(d), the Public Company shall use its commercially reasonable best efforts to post-effectively amend keep the Automatic Shelf Registration Statement continuously effective 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, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, Public Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities 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 under clause (ii) of the definition thereof, Public Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of Public Company certifying that, in the good faith judgment of Public Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by Public Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer 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 Public 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 Public Company) and, if so directed in writing by Public Company, will deliver to Public Company any copies then in the Demand 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 a holder of Registrable Securities, Public 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 Demand Shareholder delivers a notice to Public Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then Public 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 (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 6.3). In connection with any Shelf Offering that is not automatically effective an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or file other substantial marketing effort by Public Company and the underwriters (a new “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration StatementStatement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and Public Company within two (2) Business Days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises Public Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would materially and adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 6.1(g). Except as otherwise expressly specified in this Section 6.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article VI as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 6.1(e)(ii) and Section 6.1(g). (iiig) To Notwithstanding any other provision of this Agreement, if the extent that requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering of the Registrable Securities under an automatic shelf registration statement for resale not later than thirty purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale. (30h) calendar days after Any time that a Shelf Offering involves a Marketed Underwritten Shelf Offering, the date Requesting Shareholder(s) 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 ineligibility Registrable Securities; provided, that such investment banker(s) and use its reasonable best efforts manager(s) shall be reasonably acceptable to have Public Company (such registration statement declared effective as promptly as practicableacceptance not to be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. (ia) No As promptly as practicable, but in no event later than forty-five (45) days prior to the expiration of the Lock-Up Lockup Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) registration statement (a “Shelf Registration Statement”) pursuant to Rule 415 under the Securities Act covering all the Registrable Securities to register and enable the resale on a delayed or continuous basis of all such Registrable Securities, Securities and shall use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become effective under the Securities Act immediately prior to the expiration of the Lockup Period; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to each of the Holders draft copies of all such documents proposed to be filed a reasonable period prior to such filing, which documents will be subject to the reasonable review and comment of such Holders and their counsel, and the Company shall consider in good faith any comments on any such document suggested by any of the Holders or their counsel; provided, however, if the Company is then a WKSI and has an outstanding Automatic Shelf Registration Statement (an “Existing Shelf Registration Statement”), the Company may, in lieu of filing a new Shelf Registration Statement, file a Prospectus supplement to the Prospectus included in the Existing Shelf Registration Statement covering all of the Registrable Securities no later than the expiration of the Lock-Up Lockup Period. Upon filing . (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement or the Existing Shelf Registration Statement, as applicable, continuously effective under the Securities Act until the date which is three (3) years after its effective date (the “Effectiveness Period”). (c) If the Shelf Registration Statement, Existing Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such Shelf cessation of effectiveness amend the applicable Registration Statement effective with in a manner to obtain the SEC at all times and to re-withdrawal of the order suspending the effectiveness thereof, or file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a an additional “WKSI”) at a time when it is obligated to file a Shelf shelf” Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 415 covering all of the Registrable Securities Act) on Form S-3 covered by and not sold under the earlier Registration Statement (an each, a “Automatic Subsequent Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities). The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic If a Subsequent Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIfiled, the Company shall use its reasonable best efforts to post-effectively amend cause the Automatic Subsequent Shelf Registration Statement to a Shelf be declared effective under the Securities Act as soon as practicable after such filing. (d) The Company shall promptly supplement and amend any Registration Statement that is not automatically effective or file a new filed pursuant to this Section 3 (including any Existing Shelf Registration Statement) if required by the rules, regulations or instructions applicable to the registration form used for such Registration Statement, if required by the Securities Act, or if reasonably requested by the Holders of a majority of the Registrable Securities (or their counsel). (iiie) To Notwithstanding any provision of this Agreement to the extent that the Company becomes ineligible to use Form S-3contrary, the Company shall file not be required to maintain, and may suspend, the effectiveness of a Registration Statement pursuant to this Section 3 during any Transaction Delay Period if the Company furnishes the Holders with a certificate signed by an executive officer of the Company (a “shelfTransaction Delay Notice”) to the effect that there exists Material Information. A “Transaction Delay Period” registration statement shall be the period commencing on Form S-1 registering the Registrable Securities for resale day the Company furnishes a Transaction Delay Notice to the Holders and continuing until the date specified therein, which date shall not later be more than thirty ninety (3090) calendar days after the date of such ineligibility and the Transaction Delay Notice. Parent shall use its commercially reasonable best efforts to have limit the occurrence and time period of Transaction Delay Periods. The Company may deliver no more than an aggregate of two (2) Transaction Delay Notices in any twelve (12) month period pursuant to this Section 3(e) and Section 4(f). In the event that the ability of the Holders to sell shall be suspended for any reason during the last six (6) months of the Effectiveness Period, including any suspension or delay pursuant to a Transaction Delay Notice, the Effectiveness Period shall be extended by the duration of such registration statement declared effective as promptly as practicablesuspension.

Shelf Registration Statement. (ia) No later than On or before the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration StatementClosing Date, the Company shall use its commercially reasonable best efforts to register all of the Registrable Securities by filing with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act by the Closing; provided, however, that if having the Shelf Registration Statement filed or declared effective as of the Closing will cause the issuance of the Acquisition Securities to the Investor Group at Closing to fail to meet an applicable exemption from the registration requirements of the Securities Act, the Shelf Registration Statement may be declared effective under the Securities Act no later than 10 days following the Closing (if the condition to the Closing under the Purchase Agreement relating to such Shelf Registration Statement has been waived). The Company shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective during the period from the date a Shelf Registration Statement is declared effective by the SEC until the first date on which (i) the Total Ownership Amount is less than the Registration Share Total, (ii) following the first anniversary of the date hereof, all Registrable Securities held by all members of the Investor Group represent less than 1% of all then Outstanding Shares, or (iii) no member of the Investor Group is an "affiliate" of the Company as such term is defined in Rule 144 and all Registrable Securities held by all members of the Investor Group may be sold in a single transaction under Rule 144(k) (including, if necessary, by filing with the SEC at all times and a post-effective amendment or a supplement to re-file the Shelf Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement upon its expirationor by the Securities Act, any state securities or "blue sky" laws, or any other rules and subject regulations thereunder). No Person other than the Holders and the Spanish Holders shall be entitled to Sections 3(f) and (g), to cooperate have included in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such any shares of Common Stock. (b) A Shelf Registration Statement shall be deemed not to have become effective (and the related registration shall be deemed not to have been sold or are no longer outstandingeffected) unless it has been declared effective by the SEC. (iic) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following or from time to time any Holder desires to sell Registrable Securities in an Underwritten Offering pursuant to the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement, the underwriters, including the managing underwriter, shall be selected by the Holders and shall be reasonably acceptable to the Company (it being acknowledged and agreed that each of Goldman Sachs & Co. and Needham & Co. is an acceptable managing undexxxxxxx). (x) The Company's obligations under this Section 5.01 shall terminate after the first date on which (i) the Total Ownership Amount is less than Registration Share Total, (ii) following the first anniversary of the date hereof, all Registrable Securities held by all members of the Investor Group represent less than 1% of all then Outstanding Shares, or (iii) To no member of the extent that Investor Group is an "affiliate" of the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the as such term is defined in Rule 144 and all Registrable Securities for resale not later than thirty (30) calendar days after held by all members of the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableInvestor Group may be sold in a single transaction under Rule 144(k).

Shelf Registration Statement. (i) No As soon as reasonably practicable after the Closing Date and in any event not later than the expiration seven (7) Business Days of the Lock-Up PeriodClosing Date, the Company CSRA shall file with the SEC a shelf Registration Statement for a Shelf Registration on Form S-1 covering the resale of all Stockholder Registrable Securities on a delayed or continuous basis (the “Form S-1 Shelf”). In the event that CSRA becomes eligible to use Form S-3 under the Securities Act after twelve (12) calendar months following the Closing Date, CSRA shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Shelf Registration on Form S-3 to the extent permissible) (a “Form S-3 Shelf” and together with the Form S-1 Shelf, the “Shelf Registration Statement”) covering ). Subject to the resale terms of all Registrable Securitiesthis Agreement, including any applicable Blackout Period, CSRA shall respond to any comments from the SEC as promptly as practicable and use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof and shall use its commercially reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the 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 Stockholder Registrable Securities named in the Shelf Registration Statement via facsimile or by email of the 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 at all times and to re-file the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as shall provide for all permitted means of disposition of Stockholder Registrable Securities that could be sold requested in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities writing to be registered pursuant to an Automatic Shelf Registration Statement at included therein by Providence including, if so requested in writing by Providence, firm commitment underwritten public offerings, agented transactions, sales directly into the time of filing of the Automatic Shelf Registration Statement market, purchases or sales by brokers and shall sales not elect to pay any portion of the registration fee on involving a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementpublic offering. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No Not later than November 5, 2021 (the expiration of the Lock-Up Period“Filing Deadline”), the Company PTMN shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) N-2 covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing Shares by Sellers on a delayed or continuous basis (the Shelf Registration Statement“Form N-2 Shelf”). (b) Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Form N-2 Shelf to be declared effective under the Securities Act no later than the 45th calendar day following the Filing Deadline, and shall use its reasonable efforts to keep such Form N-2 Shelf continuously effective under the Securities Act until the date that all Shares covered by such Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether have been disposed by Sellers or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could such Shares can be sold pursuant to Rule 144 under the Securities Act without volume or manner of sale restrictions thereunder. (c) PTMN shall notify Sellers by e-mail of the effectiveness of the Form N-2 Shelf on the same Business Day that PTMN telephonically confirms effectiveness with the SEC. PTMN shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Form N-2 Shelf shall provide for permitted means of disposition of the Shares, including agented transactions, sales directly into the market, and purchases or sales by brokers. Notwithstanding any other provision contained herein, PMTN shall have the right but not the obligation to suspend the use by Sellers of the Form N-2 Shelf for a period of up to 45 days: (i) if an event occurs as a result of which the Form N-2 Shelf and any related prospectus as then supplemented would include any 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 at such Shelf Registration Statement have been sold time not misleading, or are no longer outstanding.if it shall be necessary to amend the Form N-2 Shelf, file a new registration statement or supplement any related prospectus to comply with the Securities Act or the rules thereunder; (ii) If upon issuance by the Company is SEC of a well-known seasoned issuer (as defined in Rule 405stop order suspending the effectiveness of any Form N-2 Shelf or the initiation of legal proceedings with respect to such Form N-2 Shelf under Section 8(d) (a “WKSI”or 8(e) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.; (iii) To if PTMN believes that any such registration or offering (A) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of PTMN or (B) would require PTMN, under applicable securities laws and other laws, to make disclosure of material, non-public information that would not otherwise be required to be disclosed at that time and PTMN believes in good faith that such disclosures at that time would not be in PTMN’s best interests; (iv) PTMN elects at such time to offer its equity securities to (A) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (B) meet rating agency and other capital funding requirements; or (v) if PTMN is pursuing a primary underwritten offering of Common Stock pursuant to a Registration Statement (any such period contemplated by (i)-(v), a “Suspension Period”). In no event shall PTMN declare a Suspension Period more than four times in any 12-month period or for more than an aggregate of 75 days in any 12-month period. PTMN shall give written notice to Sellers of its declaration of a Suspension Period and of the extent expiration of the relevant Suspension Period. PTMN may require Sellers to furnish to PTMN such information regarding the distribution of the Shares and such other information relating to Sellers and its ownership of the Shares as PTMN may from time-to-time reasonably request in writing (provided that such information shall be used only in connection with such registration). Sellers agree to furnish such information to PTMN and to cooperate with PTMN as reasonably necessary to enable PTMN to comply with the Company becomes ineligible to use provisions of this Section 9.3. All expenses incurred in connection with Form S-3N-2 Shelf or registered offering covering the Shares, including all registration and filing fees, printing expenses, the Company shall file a “shelf” registration statement on fees and expenses of the independent certified public accountants, the fees and expenses of PTMN’s legal counsel and transfer agent’s fees, will be borne by PTMN. However, the fees and expenses of any attorneys for Sellers in connection with the Form S-1 registering N-2 Shelf and underwriters’, brokers’ and dealers’ discounts and commissions applicable to Shares sold for the Registrable Securities for resale not later than thirty account of Sellers (30and any Taxes related thereto) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablewill be borne by Sellers.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodThe Company shall, the Company shall at its expense, prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement (with respect to resales of the Transfer Restricted Securities by each Holder that is a Notice Holder from time to time on Form S-3 a delayed or continuous basis pursuant to Rule 415 and in accordance with the extent permissible) (methods of distribution elected by such Notice Holders in a “Shelf Registration Statement”) covering the resale of all Registrable Securities, Notice and Questionnaire and thereafter shall use its commercially reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Securities Act within 210 days after the Closing Date; provided that if any Additional Securities are issued and the date on which such Additional Securities are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Lock-Up Period. Upon filing the Shelf Registration Statement, to ensure that such Additional Securities and the Company shall use its reasonable best efforts to keep such shares of Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement effective with on the SEC at all times and to re-file such same terms as the Securities issued on the Closing Date. The Company shall supplement or amend the Shelf Registration Statement upon its expirationif required by the rules, and subject regulations or instructions applicable to Sections 3(fthe registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC. (i) and (g), The Company shall take action to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing name each Holder that is a Notice Holder as of the Prospectus related date that is 10 Business Days prior to such the effectiveness of the Shelf Registration Statement as may be reasonably requested by a selling securityholder in the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of the Automatic Shelf Registration Statement and such time to purchasers of such Holder's Transfer Restricted Securities in accordance with applicable law. The Company shall not elect be under no obligation to pay name any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines Holder that it is not a WKSI, Notice Holder as a selling securityholder in the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iiiA) To After the extent Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, promptly send a Notice and Questionnaire to such Holder and the Company shall, as promptly as is practicable after the date a completed and signed Notice and Questionnaire is delivered to the Company, and in any event (subject to clause (B) below) within 10 Business Days after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if a post-effective amendment to the Shelf Registration Statement is required by applicable law in order to cause a Holder to be named as a selling securityholder 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 delivering such Notice and Questionnaire is named as a selling securityholder 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 becomes ineligible files a Seller Post-Effective Amendment, it shall use its commercially reasonable efforts to use Form S-3cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable and in any event within 90 days of such filing. Notwithstanding anything contained herein to the contrary, if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to take the actions set forth above until the termination of such Suspension Period. (B) Notwithstanding the 10-Business-Day requirement of clause (A) above, the Company shall not be required to file more than one Seller Post-Effective Amendment in any fiscal quarter, provided that this clause (B) shall not relieve the Company of any obligations under clause (A) unless a “shelf” Seller Post-Effective Amendment is required by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement. (c) The Company shall use its commercially reasonable efforts to keep 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 Section 2(d), by all Notice Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Security or share of Common Stock 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 Securities or shares of Common Stock relating to restrictions on Form S-1 registering transferability thereof, under the Registrable Securities Act or otherwise, is removed, (C) may be sold or transferred pursuant to Rule 144(k) 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 Section 2(d), 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 resale the Shelf Registration Period, (y) subject to Section 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 and (z) comply in all material respects with the provisions of the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period. (d) The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus at any time (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any obligation to pay Additional Amounts pursuant to Section 2(e), for a period not later than thirty to exceed 90 days in the aggregate during any 12-month period for valid business reasons, to be determined by the Company in its sole judgment (30which shall not include the avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the SEC and similar events; provided that the Company promptly thereafter complies with the requirements of Section 3(j) calendar hereof, if applicable, and provided further that, if a Seller Post-Effective Amendment is required by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and effectiveness of any Seller Post-Effective Amendment shall not be deemed to be a Suspension Period hereunder. (e) The Company and the Initial Purchasers agree that the Holders of Transferred Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if (i) the Shelf Registration Statement is not filed with the SEC within 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 210 days after the Closing Date, (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period and excluding, if a Seller Post-Effective Amendment is required by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and effectiveness of any Seller Post-Effective Amendment) which exceeds 90 days in the aggregate in any 12-month period or (iv) the Company fails to perform its obligations set forth in Section 2(b)(ii) within the time periods required therein (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company shall pay to each Notice Holder (who is also a Record Holder) (but only to each affected Notice Holder under Section 2(b)(ii) in the case of clause (iv)) during any period in which a Registration Default has occurred or is continuing an amount (the "ADDITIONAL AMOUNTS") equal to (i) one-quarter of one percent (25 basis points) per annum of the outstanding principal amount of Securities constituting Transfer Restricted Securities held by such Holder for the period up to and including the 90th day during which such Registration Default has occurred and is continuing and (ii) one-half of one percent (50 basis points) per annum of the outstanding principal amount of Securities constituting Transfer Restricted Securities held by such Holder for the period including and subsequent to the 91st day during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Additional Amounts will cease to accrue with respect to such Registration Defaults. All accrued Additional Amounts shall be paid by the Company on each Additional Amounts Payment Date in cash and Additional Amounts will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The parties hereto agree that the Additional Amounts provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Notice Holders by reason of a Registration Default and that such Additional Amounts are the only monetary damages available to Notice Holders in the event of a Registration Default. (f) All of the Company's obligations (including, without limitation, the obligation to pay Additional Amounts) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Additional Amounts shall accrue as to any Transfer Restricted Security from and after the date such security is no longer a Transfer Restricted Security. Additional Amounts shall not accrue to more than one Notice Holder with respect to a Transfer Restricted Security at any one time. (g) Immediately upon the occurrence or the cure of a Registration Default, the Company shall give the Trustee, so long as the Securities remain outstanding, notice of such ineligibility commencement or termination of the obligation to pay Additional AMOUNTS with regard to the Securities, the amount or applicable percentage thereof and use its reasonable best efforts the nature of the default giving rise to have such registration statement declared effective commencement or the event giving rise to such termination, as promptly the case may be (such notice to be contained in an Officer's Certificate (as practicablesuch term is defined in the Indenture)), and prior to receipt of such Officer's Certificate the Trustee and the transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be.

Shelf Registration Statement. (ia) No later than Promptly, but in any event within forty-five (45) days from the expiration of the Lock-Up Perioddate hereof, the Company shall file with the SEC a shelf Registration Statement (registration statement on Form S-3 F-1 or any successor form thereto to register all of the extent permissibleRegistrable Securities of the Holders (which registration statement shall be amended, converted or replaced, as provided in the following sentence, with a registration statement on Form F-3 or any successor form thereto (“Form F-3”)) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a the “Shelf Registration Statement”) covering ); provided, however, that notwithstanding the resale foregoing, the Company shall be entitled to delay the filing of all Registrable Securitiesthe Shelf Registration Statement until such time as any financial statements required by Applicable Law are available for inclusion in the Shelf Registration Statement. The Company shall cause the Shelf Registration Statement to be amended and/or converted to, and or replaced with, a registration on Form F-3 as promptly as reasonably practicable after the Company becomes eligible to use Form F-3 under Applicable Law. The Company shall use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing date, the Shelf Registration StatementStatement relating to the offer and sale, from time to time, of an amount of Registrable Securities then held and specified by such Demand Shareholders (and including Registrable Securities held by the Escrow Agent) that equals or is greater than the Registrable Amount and including a plan and method of distribution substantially in the form of Exhibit A or as otherwise specified. (b) Subject to Section 1.3(c), the Company shall will use its reasonable best efforts to keep such a Shelf Registration Statement continuously effective with until the SEC at earlier of (i) the date on which all times and to re-file such Registrable Securities covered by the Shelf Registration Statement upon its expirationhave 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 3.1. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, 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 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, the Company shall deliver a notice of such expiration to Holders of Registrable Securities and without Table of Contents any further request from a Holder of Registrable Securities, 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. (d) If one or more Demand Shareholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demand Shareholder(s) intend to sell at least a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), the Company shall promptly, and subject to Sections 3(fin a manner reasonably agreed with such Demand Shareholder(s) and (g), to cooperate in any shelf take-down, whether amend or not underwritten, by amending or supplementing supplement the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. The Demand Shareholders shall have the right to request the number of Shelf Offerings provided for in Section 1.1(c). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If Company and the Company is a well-known seasoned issuer (as defined in Rule 405) underwriters (a “WKSIMarketed Underwritten Shelf Offering”) at a time when it ), unless the Take-Down Notice is obligated to file a executed by or on behalf of all the Demand Shareholders (even if all the Demand Shareholders are not participating in such Marketed Underwritten Shelf Registration Statement pursuant to this AgreementOffering), the Company shall file an automatic shelf registration statement (as defined in Rule 405 of forward the Take-Down Notice to all other Demand Shareholders whose Registrable Securities Act) are included on Form S-3 (an “Automatic the Shelf Registration Statement”Statement and the Company and such proposing Demand Shareholder(s) shall permit each such other Demand Shareholder to include (but only on a pro rata basis with the proposing Demand Shareholder based on the relative number of Registrable Shares then held by each such Demand Shareholder) its Registrable Securities (including, in the case of SL Sponsor, Registrable Securities held by the Escrow Agent in an amount determined in accordance with the requirements Management Shareholders Agreement) included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such other Demand Shareholder notifies the proposing Demand Shareholder(s) and the Company within two (2) days after delivery of the Take-Down Notice to such other Demand Shareholder. In connection with any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering (a “Non-Marketed Underwritten Shelf Offering”), the Company shall forward the Take-Down Notice to all other Demand Shareholders whose Registrable Securities Act are included on the Shelf Registration Statement and the rules Company and regulations such proposing Demand Shareholder(s) shall permit each such other Demand Shareholder to include (but only on a pro rata basis with the proposing Demand Shareholder based on the relative number of Registrable Shares then held by each such Demand Shareholder) its Registrable Securities (including, in the case of SL Sponsor, Registrable Securities held by the Escrow Agent in an amount determined in accordance with the Management Shareholders Agreement) included on the Shelf Registration Statement in the Non-Marketed Underwritten Shelf Offering if such other Demand Shareholder notifies the proposing Demand Shareholder(s) and the Company within 24 hours of receiving the Take-Down Notice. (e) For the avoidance of doubt, no Other Holders (except the Escrow Agent on behalf of the SEC thereunderManagement Shareholders as provided herein and, that covers for the Registrable Securities. The avoidance of doubt, except a non-proposing Demand Shareholder in accordance with Section 1.1(e)) will be entitled to participate in Shelf Offerings unless SL Sponsor determines otherwise in a written notice delivered to the Company and such Other Holders (in which case such Other Holders shall pay be treated the registration fee for all same as a non-proposing Demand Shareholder with respect to such Shelf Offerings). (f) For the avoidance of doubt, any Shelf Offering will be subject to Sections 1.1(h) and (i). (g) Upon the written request of any Demand Shareholder, the Company will file and seek the effectiveness of a post-effective amendment to the Shelf Registration Statement to register additional Registrable Securities to that would have been included in the Shelf Registration Statement had they been owned by such Demand Shareholder on the date hereof (or, if such additional Registrable Securities cannot be registered pursuant to a post-effective amendment under Applicable Law, an Automatic Shelf Registration Statement at the time additional shelf registration statement); provided that when Table of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when Contents the Company is required effects a Demand Shareholder request to re-evaluate its WKSI status the Company determines that it is not file such a WKSI, the Company shall use its reasonable best efforts to post-effectively amend effective amendment (or additional shelf registration statement), it shall notify the Automatic Shelf Registration Statement other Holders and provide such other Holders a reasonable opportunity to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the include additional Registrable Securities for resale not later than thirty in such amendment (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such or additional shelf registration statement declared effective as promptly as practicablestatement).

Shelf Registration Statement. The Company will use its reasonable best efforts to: (iA) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (on Form S-3 to the extent permissible) (a “"Shelf Registration Statement”"), within 90 days of the earliest to occur of clauses (i) covering through (v) in Section 2(c) above and (B) cause the resale of all Registrable SecuritiesShelf 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. If the Company shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf not have yet filed an Exchange Offer Registration Statement, the Company shall use its reasonable best efforts to keep such file with the SEC the Shelf Registration Statement effective with on or prior to the SEC at all times and to re-file such Filing Date. The Shelf Registration Statement upon its expirationshall be on Form F-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, and subject to Sections 3(f) and (gwithout limitation, one or more underwritten offerings), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by an amendment to the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Exchange Offer Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay not permit any securities other than the registration fee for all Registrable Transfer Restricted Securities to be registered pursuant to an Automatic included in the Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisStatement. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the The Company shall use its reasonable best efforts to post-effectively amend keep the Automatic Shelf Registration Statement continuously effective, supplemented and amended to a 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 that is not automatically effective conforms and continues to conform with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC, as announced from time to time, until the second anniversary of the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period"), or file a new such shorter period ending when all Transfer Restricted Securities covered by the Shelf Registration Statement. (iii) To Statement have been sold in the extent that manner set forth and as contemplated in the Company becomes ineligible to use Form S-3, Shelf Registration Statement or when the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Transfer Restricted Securities become eligible for resale not later than thirty (30) calendar days after pursuant to Rule 144 under the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableSecurities Act without volume restrictions, if any.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement (on Form S-3 with respect to resales of the extent permissible) (a “Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use commercially reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Act within 180 days after the Closing Date; PROVIDED that if any Securities are issued upon exercise of the Lockover-Up Periodallotment option granted to the Initial Purchasers in the Purchase Agreement and the date on which such Securities are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Securities and Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement on the same terms as the Securities issued on the Closing Date. Upon filing The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC. (1) Not less than 30 calendar days prior to the effectiveness of the Shelf Registration Statement, the Company shall use its reasonable best efforts mail the Notice and Questionnaire to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Transfer Restricted Securities. The Company shall pay take action to name each Holder that is a Notice Holder as of the registration fee for all Registrable Securities date that is 10 calendar days prior to be registered pursuant to an Automatic the effectiveness of the Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement at the time of filing its effectiveness and is permitted to deliver the Prospectus forming a part thereof as of the Automatic Shelf Registration Statement and such time to purchasers of such Holder's Transfer Restricted Securities in accordance with applicable law. The Company shall not elect be under no obligation to pay name any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines Holder that it is not a WKSI, Notice Holder as a selling securityholder in the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii2) To After the extent Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, promptly send a Notice and Questionnaire to such Holder. From and after the date on which the Shelf Registration Statement has become effective, the Company shall (i) (x) as promptly as is practicable after the date a completed and signed Notice and Questionnaire is delivered to the Company, and in any event within five Business Days after such date, prepare and file with the SEC a supplement to the Prospectus and any other document required by applicable law, or (y) if the company is required by applicable law to file a post-effective amendment to the Shelf Registration Statement, shall prepare and file such post-effective amendment and any other document required by applicable law no later than the first day of the next calendar quarter that begins on or after ten Business Days from the date a completed and signed Notice and Questionnaire is delivered to the Company, in each case so that the Company becomes ineligible Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and is permitted to use Form S-3deliver the Prospectus to purchasers of such Holder's Transfer Restricted Securities in accordance with applicable law, and (ii) if the Company shall file a “shelf” registration statement post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to become effective under the Act as promptly as is practicable; PROVIDED, HOWEVER, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to take the actions set forth in clauses (i) and (ii) until the termination of such Suspension Period. (c) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d), by all Notice Holders until the earliest of (i) the second anniversary of the Closing Date or, if later, the second anniversary of the last date on Form S-1 registering which any Securities are issued upon exercise of the Registrable Initial Purchasers' over-allotment option, (ii) the date on which all the Securities and Common Stock issued or issuable upon conversion thereof may be sold by non-affiliates ("affiliates" for resale such purpose having the meaning set forth in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act and (iii) such date as of which all the Securities and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company will, (x) subject to Section 2(d), 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, (y) subject to Section 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 Act and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. (d) The Company may suspend the use of the Prospectus for a period not later than thirty to exceed 45 days in any three-month period or for two periods not to exceed an aggregate of 90 days in any 12-month period (30the "SUSPENSION PERIOD") calendar for valid business reasons, to be determined by the Company in good faith (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; PROVIDED that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; PROVIDED, FURTHER, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. (e) If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 90 days after the date of such ineligibility Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date, or (iii) the Shelf Registration Statement is filed and use its reasonable best efforts declared effective but shall thereafter cease to have such be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective effective) or usable (including as promptly as practicable.a result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) through (iii), a "REGISTRATION DEFAULT"), the Company will pay liquidated damages ("

Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the The Company shall file with the SEC on or before April 30, 2013 a shelf Registration Statement (registration statement on Form S-3 to the extent permissible) F-3 (a “Shelf Registration Statement”) covering (which, if the Company is a Well Known Seasoned Issuer eligible to file an Automatic Shelf Registration Statement on such date, will be an Automatic Shelf Registration Statement), registering the resale by the holders of Registrable Securities (the “Securityholders”), including without limitation the IFC Parties, of all issued and outstanding Registrable Securities, including in the form of ADRs, with the SEC, in accordance with and shall use reasonable best efforts pursuant to cause such registration statement Rule 415 promulgated under the Securities Act (or any successor rule then in effect). The Company acknowledges that on or prior to become effective no later than the expiration date of the Lock-Up Period. Upon filing the Shelf Registration Statementthis Agreement, each Securityholder has furnished to the Company shall use its reasonable best efforts to keep in writing such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement information as may be has been reasonably requested by the Holders or as otherwise required, until Company for the purpose of including such time as all Securityholder’s Registrable Securities in the Prospectus that could be sold in such forms part of the Shelf Registration Statement have been sold (the “Selling Holder Information”). The Company shall include 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 are no longer outstanding. promptly thereafter, each such Securityholder shall be named, to the extent required by the rules promulgated under the Securities Act by the SEC, as a selling securityholder and be permitted to deliver (iior 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 Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file initial effective date of a Shelf Registration Statement pursuant to this Agreement(the “Initial Shelf Effective Date”), the Company shall file prior to the expiration of such three year period a new Shelf Registration Statement covering all Registrable Securities that remain issued and outstanding, including in the form of ADRs, and, unless such new Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities thereafter use its commercially reasonable efforts to cause to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable such new Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause each Shelf Registration Statement to remain effective until the earlier of (i) the date that a subsequent Shelf Registration Statement becomes effective, and (ii) the date that no Registrable Securities are issued and outstanding.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodThe Company, the Company shall at its expense, agrees to file with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the 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 Registrable Securities, respectively (each such Registration Statement filed by the Company pursuant to this Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 to under the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, Securities Act or another appropriate form selected by the Company shall use its reasonable best efforts to keep permitting registration of such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested Registrable Securities for resale by the Holders in the manner or as otherwise required, until such time as all manners reasonably designated by Holders of a majority in interest of Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securitiesbeing sold. The Company shall pay not permit any securities other than the registration fee for all Registrable Securities to be registered pursuant to an Automatic included in any Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisStatement. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the The Company shall use its all reasonable best efforts to post-effectively amend the Automatic cause each Shelf Registration Statement to a be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing 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 until the earlier of (i) the date that is not automatically effective two years after the date on which all of the Notes are sold by the Company (including those sold pursuant to the option granted to the Initial Purchasers in the Purchase Agreement) 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 file a new Shelf Registration Statement. any successor rule thereto or otherwise, or (iii) To the extent that the Company becomes ineligible sale pursuant to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date any Shelf Registration of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableall securities registered thereunder.

Shelf Registration Statement. (ia) No The Company shall prepare and, not later than 90 days following the expiration of the Lock-Up PeriodClosing Date, the Company shall file with the SEC a shelf Shelf Registration Statement (on Form S-3 with respect to resales of the extent permissible) (a “Securities and the Common Stock issuable upon conversion thereof by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act within 180 days after the Closing Date. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration statement form used by the Company for the Shelf Registration Statement, if required by the Act, the Exchange Act or the SEC. (1) Not less than 10 calendar days prior to become effective no later than the expiration effectiveness of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall mail the Notice and Questionnaire to the Holders of Securities and Common Stock issued upon conversion thereof. No Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, and no Holder shall be entitled to use its reasonable best efforts the Prospectus forming a part thereof for resales of Securities or Common Stock issued upon conversion thereof at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to keep the Company by the deadline for responses set forth therein; provided, however, that Holders of Securities or Common Stock issued upon conversion thereof shall have at least 7 calendar days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company. (2) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Securities or Common Stock issued or issuable upon conversion thereof that has not returned a completed Notice and Questionnaire, promptly send a Notice and Questionnaire to such Holder. The Company shall not be required to take any action to name such Holder as a selling securityholder in the Shelf Registration Statement or to enable such Holder to use the Prospectus forming a part thereof for resales of Securities or Common Stock issued or issuable upon conversion thereof until such Holder has returned a completed and signed Notice and Questionnaire to the Company, whereupon the Company will be required to take such action. (c) Subject to Section 2(d), the Company shall keep the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming part thereof to be usable by all Holders until the earliest of (i) the second anniversary of the Closing Date (ii) the date on which all the Securities and Common Stock issued or issuable upon conversion thereof may be sold by non-Affiliates of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act, (iii) the date as of which all the Securities and Common Stock issued or issuable upon conversion thereof have been (A) transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (B) sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company will, subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; subject to Section 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 provision then in force) under the Act; and, comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. (d) The Company may suspend the use of the Prospectus for a period not to exceed 45 days in any 90-day period (the "Suspension Period") for valid business reasons, to be determined by the Company in its sole reasonable judgment (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; provided that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; provided, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Additional Amounts. The Company shall provide notice to the Holders of a Suspension Period as required under Section 3(c)(1)(iv) hereof. (e) If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any twelve-month period during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company will pay additional amounts ("Additional Amounts") to each Holder of Transfer Restricted Securities who has complied with such Holder's obligations under this Agreement. The amount of Additional Amounts payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 210.5 shares of Common Stock (subject to the same adjustments to the "Conversion Price", as specified in the Indenture) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 210.5 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing; it being understood that all calculations pursuant to this sentence shall be carried out to five decimals. Following the cure of a Registration Default, Additional Amounts will cease to accrue with respect to such Registration Default. All accrued Additional Amounts shall be paid by wire transfer of immediately available funds to the accounts specified by the Record Holders or, if a Record Holder has not specified such an account, by check mailed by the Company to the registered address of such Record Holder on each Damages Payment Date and Additional Amounts will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Additional Amounts are not paid when due, then to the extent permitted by law, such overdue Additional Amounts, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Additional Amounts provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default. (f) All of the Company's obligations (including, without limitation, the obligation to pay Additional Amounts) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are no longer outstandingsatisfied in full. (iig) If Immediately upon the Company is commencement or the termination of a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this AgreementDefault, the Company shall file give the Trustee, in the case of notice with respect to the Securities, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon conversion thereof, notice of such commencement or termination, of the obligation to pay Additional Amounts with regard to the Securities and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an automatic shelf registration statement Officers' Certificate (as such term is defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act Indenture)), and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities prior to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date receipt of such ineligibility Officers' Certificate the Trustee and use its reasonable best efforts such transfer and paying agent shall be entitled to have assume that no such registration statement declared effective commencement or termination has occurred, as promptly as practicablethe case may be.

Shelf Registration Statement. The Investor may, at any time request (such request, the "Investor Request") that the Company file a registration statement under the Securities Act covering, except as set forth in the fourth to last sentence of this Section 2(a), all of the Registrable Securities then held by the holders of such Registrable Securities on Form S-3 or such other form the Company is eligible to use to allow for the resale of the Registrable Securities (the “Shelf Registration”) and shall have such Registration Statement declared effective by the Securities and Exchange Commission with respect to such resale of such Registrable Securities as expeditiously as possible but in any event by not later than the later to occur of the 150 day anniversary of the date of delivery of the Investor Request or June 30, 2012 (the “Outside Date”), on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (such registration statement filed pursuant to the first sentence of this Section 2(a), the “Initial Shelf Registration Statement”); provided, however, that (i) No later than if a Qualifying Change in Control is consummated prior to the expiration of the Lock-Up PeriodOutside Date, the Company shall file with and have declared effective by the SEC a shelf Securities and Exchange Commission the Initial Shelf Registration Statement within 120 days of the consummation such Qualifying Change in Control; and (on Form S-3 ii) if an Incidential Registration Statement is proposed to be filed prior the extent permissible) (a “Outside Date, and holders of such Registrable Securities have not been afforded the opportunity to include all Registrable Securities in such Incidental Registration Statement, the Company shall file and have declared effective by the Securities and Exchange Commission the Initial Shelf Registration Statement by not later than the date of effectiveness of such Incidental Registration Statement. For purposes of clarity, the Company shall only be obligated to file one Initial Shelf Registration Statement”. The Company will cause the Shelf Registration Statement to remain continuously effective under the Securities Act until the earliest of (i) covering the date that is two (2) years (or in the case of a registration statement on Form S-3, such longer period as may be permitted under applicable law) after the initial effectiveness thereof and (ii) the earliest date on which all Registrable Securities shall have either (A) been sold pursuant to the Shelf Registration or (B) ceased to be outstanding or constitute Registrable Securities (such period, the "Effectiveness Period"). At any time and from time to time after the Shelf Registration Lapse Date, the Company shall, if requested by the holders of Registrable Securities, file and have declared effective as expeditiously as possible a subsequent registration statement for the Shelf Registration in the form specified herein for an Initial Shelf Registration Statement to enable the resale of such Registrable Securities that either (1) have not been sold in accordance with this Section 2(a) or (2) remain outstanding or continue to constitute Registrable Securities. In the event that the Securities and Exchange Commission will not allow the Company to include all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than Securities in the expiration of the Lock-Up Period. Upon filing the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement, the Company shall use its reasonable best efforts shall, if requested by the holders of Registrable Securities, file as promptly as practicable following such time as it is permitted to keep do so by the Securities and Exchange Commission, and have declared effective, a subsequent registration for a Shelf Registration in accordance with this Section 2 to register the resale of such Registrable Securities in accordance with the terms of this Agreement. Any registration statement for a Shelf Registration that is not the Initial Shelf Registration Statement effective with is referred to herein as a "Subsequent Shelf Registration Statement" and the SEC at all times and to re-file such Initial Shelf Registration Statement upon its expirationand the Subsequent Shelf Registration Statements are sometimes referred to collectively as the "Shelf Registration Statement". Notwithstanding anything in this Agreement to the contrary, and subject in the event an Eligible Investor Transferee becomes a party to Sections 3(f) and (g)this Agreement in accordance with Section 9 hereof subsequent to the time of effectiveness of a Shelf Registration Statement, the Company's obligation to cooperate in any shelf take-down, whether or not underwritten, register Registrable Securities acquired by amending or supplementing the Prospectus related such Eligible Investor Transferee pursuant to such Section 9 shall be limited to filing a prospectus supplement to the applicable existing Shelf Registration Statement to include such Eligible Investor Transferee as may be reasonably requested a selling shareholder thereunder and in any event only to the extent such filing is permitted by law. For the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementavoidance of doubt, the Company shall not be obligated to file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic any new Shelf Registration Statement at the time of filing of the Automatic or a post-effective amendment to any existing Shelf Registration Statement and shall not elect to pay any portion in respect of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of acquired by such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableEligible Investor Transferee.

Shelf Registration Statement. (i) No As soon as reasonably practicable within 60 days after the Effective Date, but in no event later than 90 days following the expiration of the Lock-Up PeriodEffective Date, the Company shall (a) file with the SEC Commission a shelf Registration Statement registration statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering under the resale Securities Act on Form S-3 (or any successor form or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) and includes a Prospectus (the “Shelf Prospectus”) that permits the disposition of all Registrable Securities, Securities subject to the Shelf Registration Statement and shall (b) use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become effective no as promptly thereafter as practicable, but in any event not later than one hundred eighty (180) days after the expiration of Effective Date if the Lock-Up Period. Upon filing Company receives comments to the Shelf Registration Statement, Statement from the staff of the Commission (“SEC Comments”) or one hundred twenty (120) days after the Effective Date if the Company does not receive SEC Comments. The Company shall use its reasonable best efforts to 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 keep such Shelf Registration Statement effective and to comply with the SEC at provisions of the Securities Act to, subject to Section 3.4, permit the disposition of all times Registrable Securities subject thereto during the period (the “Shelf Registration Statement Effective Period”) beginning on the date the staff of the Commission declares the Shelf Registration Statement effective and ending on the earliest to re-file occur of (i) 36 months after the effective date of such Shelf Registration Statement upon its expirationStatement, and (ii) the date on which all the Registrable Securities subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether thereto have been sold or not underwritten, by amending or supplementing the Prospectus related distributed pursuant to such Shelf Registration Statement as may be reasonably requested by or (iii) the Holders or as otherwise required, until such time as date when all Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement first become eligible for sale pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of 144 under the Securities Act and the rules and regulations of the SEC without volume limitation or other restrictions on transfer thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the Company The Issuer shall prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement (on Form S-3 subject to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable SecuritiesSection 3(u)), and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act within 180 days after the Closing Date. The Issuer shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration statement form used by the Issuer for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC. (i) Not less than 30 calendar days prior to become effective no later than the expiration effectiveness of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company Issuer shall mail the Notice and Questionnaire to the Holders of Transfer Restricted Securities. The Issuer shall use commercially reasonable efforts to name each Holder that is a Notice Holder as of the date that is 10 calendar days prior to the effectiveness of the Shelf Registration Statement so that such Holder is named as a selling security holder in the Shelf Registration Statement at the time of its effectiveness and 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 Issuer shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in the Shelf Registration Statement and no Holder may sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement without being deemed a selling security holder in the Prospectus and delivering the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. Each Holder shall promptly provide the Issuer with written notice of any changes or amendments that may be necessary or appropriate to the Notice Holder’s Notice and Questionnaire. (ii) After the Shelf Registration Statement has become effective, the Issuer shall, upon the request of any Holder of Transfer Restricted Securities, promptly send a Notice and Questionnaire to such Holder. From and after the date on which the Shelf Registration Statement has become effective, the Issuer shall (i) as promptly as is practicable after the date a completed and signed Notice and Questionnaire is delivered to the Issuer, and in any event within five Business Days after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling security holder 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, and (ii) if the Issuer shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to become effective under the Act as promptly as is practicable; provided, however, that if a Notice and Questionnaire is delivered to the Issuer during a Suspension Period, the Issuer shall not be obligated to take the actions set forth in clauses (i) and (ii) until the termination of such Suspension Period. (c) The Issuer shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d), by all Notice Holders until the earliest of (i) the latest of the second anniversary of (A) the issue date, or (B) the last date on which any Common Stock is issued or issuable upon conversion of any Note, (ii) the date on which all the unregistered Notes or Common Stock issued or issuable upon conversion of the Notes may be sold by non-affiliates (“affiliates” for such purpose having the meaning set forth in Rule 144) of the Issuer pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act, (iii) the date as of which all the unregistered Notes or Common Stock issued or issuable upon conversion of the Notes have been transferred pursuant to Rule 144 under the Act (or any similar provision then in force) and (iv) such date as of which all the Notes or the Common Stock issued or issuable upon conversion of the Notes have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Issuer will, (x) subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 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 Act and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. (d) The Issuer may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 60 days in any 12-month period (the “Suspension Period”) for valid business reasons, to be determined by the Issuer in its sole reasonable judgment (not including avoidance of the Issuer’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; provided that the Issuer promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; provided, further, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Issuer to pay Liquidated Damages. (e) The Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuer fails to fulfill its obligations under this Section 2 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, as liquidated damages, additional interest on the Transfer Restricted Securities (“Liquidated Damages”) under the following circumstances: If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds 60 days in the aggregate in any 12-month period during the period beginning on the issue date and ending on or prior to the second anniversary of the latest of (a) such date or (b) the last day on which any Common Stock is issued or issuable upon conversion of any Note (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company will pay Liquidated Damages to each Holder of Transfer Restricted Securities who has complied with such Holder’s obligations under this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one quarter of one percent (25 basis points) per annum per $1,000 principal amount of Notes or $2.50 per annum per 29.7619 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Notes or $5.00 per annum per 29.7619 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. Liquidated Damages shall cease to accrue in respect of any Transfer Restricted Security when it shall cease to be such. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Issuer on each Liquidated Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Liquidated Damages are not paid when due, then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default. (f) All of the Issuer’s obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are no longer outstandingsatisfied in full. (iig) If Promptly upon the Company occurrence or the termination of a Registration Default, the Issuer shall give the Trustee, in the case of notice with respect to the Notes, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon conversion of the Notes, notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Notes and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers’ Certificate (as such term is a well-known seasoned issuer defined in the Indenture)), and prior to receipt of such Officers’ Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be. (h) All Notes which are redeemed, purchased or otherwise acquired by the Issuer or any of its subsidiaries or affiliates (as defined in Rule 405144 (or any successor provision) (a “WKSI”under the Act) at a time when it is obligated prior to file a Shelf Registration Statement the Final Maturity Date shall be delivered to the Trustee for cancellation and the Issuer may not hold or resell such Notes or issue any new Notes to replace any such Notes or any Notes that any Holder has exchanged pursuant to this Agreement, the Company shall file an automatic shelf registration statement Indenture. All shares of Common Stock issued upon conversion of the Notes which are repurchased or otherwise acquired by the Issuer or any of its subsidiaries or affiliates (as defined in Rule 405 of 144 (or any successor provision) under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following while such shares are “restricted securities” within the filing meaning of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is Rule 144 shall not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement be resold or otherwise transferred except pursuant to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement which has been declared effective as promptly as practicableunder the Act.

Shelf Registration Statement. (a) (i) No later than the expiration latest to occur of (A) sixty (60) days after the Lock-Up Perioddate hereof or (B) the Closing Date (such later date, the “S-3 Shelf Filing Deadline”), the Company shall file with the SEC a shelf Registration Statement (on Form S-3 covering the resale of all of the Registrable Securities held by the Investor on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) no later than the latest to occur of (A) ninety (90) days after the date hereof or (B) the Closing Date (such later date, the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file the Form S-3 Shelf as of or prior to the extent permissible) S-3 Shelf Filing Deadline, the Company shall file a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”). (b) covering Subject to the resale terms of all Registrable Securitiesthis Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act promptly after the filing thereof, but in the event of no “review” by the SEC, no later than the thirtieth (30th) calendar day following the applicable Filing Deadline, and shall use its reasonable best efforts to cause keep such registration statement Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed by the Investor or are no longer Registrable Securities; provided, that in no event shall the Company’s obligation to become keep such Shelf Registration Statement effective no extend beyond the three-year anniversary of the date on which the Investor ceases to Beneficially Owns 75% or more of the Private Placement Shares acquired by it at the Closing. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period (as defined below), the Company shall file a Form S-1 Shelf not later than sixty (60) Business Days after the expiration of date the Lock-Up Period. Upon filing Company becomes so ineligible, and shall use its reasonable efforts to have such Shelf Registration Statement declared effective promptly (the period during which the Company shall use its reasonable efforts to keep the Shelf Registration StatementStatement continuously effective under the Securities Act in accordance with this Section 8.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its reasonable best efforts to keep convert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible. (c) The Company shall notify the Investor by e-mail of the effectiveness of a Shelf Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the SEC. The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement effective with shall provide for permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the SEC at all times and to re-file such Shelf Registration Statement upon its expirationmarket, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether purchases or not underwritten, sales by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstandingbrokers. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodThe Company shall, the Company shall at its expense, prepare and file with the SEC a shelf as soon as practicable following the Closing Date the Shelf Registration Statement (with respect to resales of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution specified on Form S-3 to the extent permissible) (a “Annex B hereto and set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after the initial filing thereof. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration statement to become effective no later than form used by the expiration of the Lock-Up Period. Upon filing Company for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC. (b) The Company shall give notice to all Holders of Transfer Restricted Securities, in the same manner as the Company would give notice to such Holders under the Indenture, of the date on which the Company intends to file the Shelf Registration Statement. The Company shall name each Holder that is a Notice Holder prior to the filing of the Shelf Registration Statement as a selling security holder in the Shelf Registration Statement. The Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in the Shelf Registration Statement. (c) After the Shelf Registration Statement has become effective, each Holder, other than the Initial Holders named in the Shelf Registration Statement, wishing to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement shall deliver a Notice and Questionnaire to the Company at least 10 Business Days prior to any intended distribution. As promptly as practicable after the date a completed and signed Notice and Questionnaire is delivered to the Company, the Company shall prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling security holder 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; provided that the Company shall not be required to file more than one post-effective amendment in any calendar quarter. If the Company files a post-effective amendment to the Shelf Registration Statement, it shall use its reasonable best efforts to cause such post-effective amendment to become effective under the Act as promptly as is practicable. Notwithstanding any other provision hereof, if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to take any of the actions set forth above until the termination of such Suspension Period. (d) The Company shall use its commercially reasonable efforts to keep such the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus to be usable, subject to Section 2(e), by all Notice Holders until the earliest of (i) the date that all such Securities may be freely transferred without restriction by non-affiliates pursuant to Rule 144(k) (or any successor or comparable rule or regulation) under the Act, (ii) the date that such Securities have ceased to be outstanding, (iii) the date as of which all the Securities have been sold pursuant to the Shelf Registration Statement or (iv) two years from the date hereof (in any such case, such period being called the "Shelf Registration Period"); provided, however, that the period of effectiveness of the Shelf Registration Statement provided for in this Section 2(d) shall be extended by the number of days of any Suspension Period. The Company will, (x) subject to Section 2(e), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 2(e), cause the 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 Act) and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all Securities during the Shelf Registration Period in accordance with the intended methods of disposition by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold thereof set forth in such Shelf Registration Statement have been sold or are no longer outstandingand the Prospectus. (iie) If The Company may suspend the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a availability of the Shelf Registration Statement pursuant and the use of the Prospectus (the period during which the availability of the Shelf Registration Statement and the Prospectus is suspended herein referred to this Agreementas the "Suspension Period") for a period not to exceed 60 days in the aggregate during any 12-month period for valid business reasons, to be determined by the Company in its sole judgment (which shall file an automatic shelf registration statement (as defined in Rule 405 not include the avoidance of the Securities ActCompany's obligations hereunder), including, without limitation, (i) on Form S-3 (an “Automatic the happening of any event that requires the Company to make changes in the Shelf Registration Statement”Statement or the Prospectus in order that the Shelf Registration Statement or the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated in the Shelf Registration Statement or the Prospectus or necessary in order to make the statements in those documents not misleading; (ii) the occurrence or existence of any pending corporate development or other similar event with respect to the Company or a public filing with the SEC that, in accordance the Company's reasonable discretion, makes it appropriate to suspend the availability of the Shelf Registration Statement and the Prospectus; or (iii) it becomes necessary to amend the Shelf Registration Statement or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules under those laws; provided in each case that the Company promptly thereafter complies with the requirements of the Securities Act and the rules and regulations of the SEC thereunderSection 3(j) hereof, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementif applicable. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.