Common use of Shelf Registration Statements Clause in Contracts

Shelf Registration Statements. During any time when Short-Form Registration Statements are available for the sale of Registrable Securities, Blueapple or MDP may require the Company to file a Short-Form Registration Statement with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect) (a “Shelf Registration Statement”) registering such Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, and any other Registrable Securities requested to be included pursuant to Section 1.6. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Exchange Act as soon as practicable after filing. At the request of MDP, such Shelf Registration Statement (including any Resale Shelf Registration Statement) will refer to the Stockholders in a generic manner as permitted under Rule 430B (in which case, if the Company is required to specify a number of Registrable Securities being registered on such Shelf Registration Statement, the Company shall register a number of Registrable Securities on behalf of each Stockholder in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number of Registrable Securities beneficially owned by MDP) and, if at the time of such request, the Company is a WKSI, at the request of MDP, such Shelf Registration Statement shall cover an unspecified number of Registrable Securities to be sold by the Stockholders. Once effective, the Company shall cause any Shelf Registration Statement (including the Resale Shelf Registration Statement) to remain continuously effective for a period ending on the earlier of (i) the third anniversary of the date of effectiveness of such Shelf Registration Statement, (ii) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to such Shelf Registration Statement, (iii) the date as of which all of the Stockholder-Offered Registrable Securities included in such Shelf Registration Statement cease to be Stockholder-Offered Registrable Securities, and (iv) to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to the Company’s obligation in connection with receipt of a Call Option Put Notice, until the expiration of the Call Option.

Shelf Registration Statements. During any time when Short-Form Registration Statements are available for the sale of Registrable Securities, Blueapple or MDP may require the Company (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file a Short-Form Registration Statement with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 an initial registration statement under the Securities Act to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any successor rule similar provision adopted by the Commission then in effect) of the Securities Act (a “Shelf Conversion Unit Registration Statement”) registering and (ii) cause such Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, and any other Registrable Securities requested to be included pursuant to Section 1.6. The Company shall use its reasonable best efforts to cause the Shelf initial Registration Statement to be declared become effective under no later than the Exchange Act as soon as practicable after filing. At Target Effective Date for the request of MDP, such Shelf Registration Statement (including any Resale Shelf Conversion Unit Registration Statement. (ii) will refer to If the Stockholders in a generic manner Purchaser owns at least $100 million of Series B Preferred Units (valued based on the Preferred Unit Price), as permitted under Rule 430B (in which case, if of the Company is required to specify a number of Registrable Securities being registered on such Shelf Registration Statement, the Company shall register a number of Registrable Securities on behalf of each Stockholder in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number of Registrable Securities beneficially owned by MDP) and, if at the time date of such request, then, upon the Company is a WKSI, at the written request of MDPPurchaser (which request may be given at any time after the 66th month anniversary of the Closing Date), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following its filing (the 180th date being the Target Effective Date for the Series B Preferred Unit Registrable Securities), an initial Registration Statement (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Series B Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement or Conversion Unit Registration Statement, a “Registration Statement”); provided, however, that the obligation of the Partnership to use such Shelf commercially reasonable efforts to prepare, file and cause to become effective such Registration Statement shall cover an unspecified number terminate immediately and be of Registrable Securities to be sold by the Stockholders. Once effectiveno further force and effect if, at any time, the Company shall cause any Shelf Registration Statement Purchaser fails to own at least $100 million of Series B Preferred Units (including the Resale Shelf Registration Statement) to remain continuously effective for a period ending valued based on the earlier of (i) the third anniversary of the date of effectiveness of such Shelf Registration Statement, (ii) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to such Shelf Registration Statement, (iii) the date as of which all of the Stockholder-Offered Registrable Securities included in such Shelf Registration Statement cease to be Stockholder-Offered Registrable Securities, and (iv) to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to the Company’s obligation in connection with receipt of a Call Option Put Notice, until the expiration of the Call OptionPreferred Unit Price).

Shelf Registration Statements. During any (i) At the time when Short-Form Registration Statements are available for the sale of Registrable Securities, Blueapple or MDP may require the Company to file a Short-Form Shelf Registration Statement with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect) (a “Shelf Registration Statement”) registering such Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, and any other Registrable Securities requested to be included pursuant to Section 1.6. The 2.1(a) or Section 2.1(b) is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall use its reasonable best efforts to cause be named as a Selling Holder in the Shelf Registration Statement to be declared effective under and the Exchange Act as soon as practicable after filing. At the request of MDP, related prospectus in such Shelf Registration Statement (including any Resale Shelf Registration Statement) will refer to the Stockholders in a generic manner as permitted under Rule 430B (in which case, if the Company is required to specify a number permit such Holder to deliver such prospectus to purchasers of Registrable Securities being registered on such in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Shelf Registration Statement, the Company shall register file a number supplement to such prospectus or amendment to the Shelf Registration Statement not less frequently than once a quarter as necessary to name as Selling Holders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. (ii) Any Holder included in an effective Shelf Registration Statement as a Selling Holder may initiate an offering or sale (a “Shelf Take-Down”) of all or part of such Holder’s shares of Common Stock registered under such Shelf Registration Statement (the “Requested Shares”), in which case the provisions of this Section 2.1(d) shall apply. (iii) Following such time as the Company has filed and had declared effective a Shelf Registration Statement on Form S-3, a Holder or Holders holding Registrable Securities on behalf of each Stockholder may elect in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”) that a Shelf Take-Down be in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number form of Registrable Securities beneficially owned by MDPan Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if at the time of such request, the Company is a WKSI, at the request of MDP, such Shelf Registration Statement shall cover an unspecified number of Registrable Securities to be sold by the Stockholders. Once effectivenecessary, the Company shall cause any file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable; provided, however, the expected gross proceeds to be received by the initiating Holder or Holders (after deduction for underwriter’s discounts and expenses related to the issuance) must be equal to or greater than $20.0 million in the aggregate. Such initiating Holder or Holders shall indicate in such Underwritten Shelf Take-Down Notice whether it or they intend for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the Resale underwriters (a “Marketed Underwritten Shelf Registration StatementTake-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than five days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to remain continuously effective for a period ending on all other Holders and shall permit the earlier participation of all such Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within five days after the receipt of such notice of their election to participate. The provisions of Section 2.1(d) shall apply with respect to the rights of the Holders to participate in any Underwritten Shelf Take-Down (it being understood that the Company shall not be obligated to commence such Marketed Underwritten Shelf Take-Down until promptly following the expiration of such five-day period). Notwithstanding the foregoing, that the Company shall not be obligated to effect, or take any action to effect, an Underwritten Shelf Take-Down (i) within one hundred and eighty (180) days following the third anniversary last date on which any previous Underwritten Offering was effected, (ii) during any lock-up period required by the Underwriters in any prior Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (iii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of effectiveness of such Shelf Registration Statement, (ii) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to such Shelf Registration Statement, (iii) the date as of which all of the Stockholder-Offered Registrable Securities included in such Shelf Registration Statement cease to be Stockholder-Offered Registrable Securitiesfiling of, and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an Underwritten Offering by the Company. (iv) The Holders of a majority of the Requested Shares shall select the Underwriter or Underwriters to the extent serve as book-running manager or managers in connection with any Company-Offered Registrable Securities have been registered thereunder with respect such offering; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company’s obligation . The Company may select any additional investment banks and managers to be used in connection with receipt the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a Call Option Put Notice, until the expiration majority of the Call OptionRequested Shares, as applicable. Each Holder shall have the right to include in such offering up to each of their respective pro rata portion of their respective Registrable Securities in the manner described in Section 2.3(a). (v) In no event shall the Company be obligated to consummate an Underwritten Shelf Take-Down more than once in any one hundred and eighty (180) day period or within ninety (90) days of any previous Underwritten Offering. (vi) All determinations as to whether to complete any Non-Marketed Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Shelf Take-Down shall be at the discretion of the applicable Holder or Holders.

Shelf Registration Statements. During any time when Short-Form Registration Statements are available for the sale of Registrable Securities, Blueapple or MDP may require the Company (i) The Partnership shall use its commercially reasonable efforts to (A) prepare and file a Short-Form an initial Registration Statement with to permit the public resale of the Registrable Securities and Exchange Commission in accordance with and on a continuous basis pursuant to Rule 415 under of the Securities Act (Act, or any successor such other rule as is then in effect) (a “Shelf Registration Statement”) registering such Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, at then prevailing prices and any other Registrable Securities requested (B) cause such initial Registration Statement to be included pursuant to Section 1.6. become effective no later than the Target Effective Date. (ii) The Company shall Partnership will use its commercially reasonable best efforts to cause the Shelf Registration Statement filed pursuant to Section 2.01(a) to be declared continuously effective under the Exchange Act as soon as practicable after filing. At Securities Act, with respect to any Holder, until the request of MDP, such Shelf Registration Statement (including any Resale Shelf Registration Statement) will refer earliest to the Stockholders in a generic manner as permitted under Rule 430B (in which case, if the Company is required to specify a number of Registrable Securities being registered on such Shelf Registration Statement, the Company shall register a number of Registrable Securities on behalf of each Stockholder in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number of Registrable Securities beneficially owned by MDP) and, if at the time of such request, the Company is a WKSI, at the request of MDP, such Shelf Registration Statement shall cover an unspecified number of Registrable Securities to be sold by the Stockholders. Once effective, the Company shall cause any Shelf Registration Statement (including the Resale Shelf Registration Statement) to remain continuously effective for a period ending on the earlier of (i) the third anniversary occur of the date of effectiveness of such Shelf Registration Statement, following: (iiA) the date on which all there are no longer any Registrable Securities included outstanding and (B) the second anniversary of the Issuance Date (the “Effectiveness Period”). A Registration Statement filed pursuant to Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided that, if the Partnership is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall 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 (and, in the case of any prospectus contained in such registration have been sold or distributed pursuant to such Shelf Registration Statement, (iii) in the light of the circumstances under which a statement is made). As soon as practicable following the date as that a Registration Statement becomes effective, but in any event within three (3) Business Days of which all such date, the Partnership shall provide the Holders with written notice of the Stockholder-Offered Registrable Securities included in effectiveness of such Shelf Registration Statement cease to be Stockholder-Offered Registrable Securities, and (iv) to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to the Company’s obligation in connection with receipt of a Call Option Put Notice, until the expiration of the Call OptionStatement.

Shelf Registration Statements. During (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the resale of the PIPE Unit Registrable Securities from time to time as permitted by Rule 415 (or any time when Short-Form similar provision adopted by the Commission then in effect) of the Securities Act (a “PIPE Unit Registration Statements are available Statement”) and (ii) cause such initial Registration Statement to become effective no later than the Target Effective Date for the sale of PIPE Unit Registrable Securities, Blueapple or MDP may require the Company . (ii) The Partnership shall use its commercially reasonable efforts to (i) prepare and file a Short-Form Registration Statement with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any successor rule similar provision adopted by the Commission then in effect) of the Securities Act (a “Shelf Conversion Unit Registration Statement”) registering and (ii) cause such Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, and any other Registrable Securities requested to be included pursuant to Section 1.6. The Company shall use its reasonable best efforts to cause the Shelf initial Registration Statement or such amendment to be declared become effective under no later than the Exchange Act as soon as practicable after filing. At Target Effective Date for the request Conversion Unit Registrable Securities. (iii) If the Purchasers own more than 50% of MDP, such Shelf Registration Statement (including any Resale Shelf Registration Statement) will refer to the Stockholders in a generic manner as permitted under Rule 430B (in which case, if the Company is required to specify a number of Registrable Securities being registered on such Shelf Registration Statement, the Company shall register a number of Registrable Securities on behalf of each Stockholder in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number of Registrable Securities beneficially owned by MDP) and, if at Series A Preferred Units purchased under the time Unit Purchase Agreement as of the date of such request, then, upon the Company is a WKSI, at the written request of MDP, such Shelf Registration Statement shall cover an unspecified number Purchasers holding a majority of the Series A Preferred Unit Registrable Securities to (which request may be sold by given at least 180 days before the Stockholders. Once effective, the Company shall cause any Shelf Registration Statement (including the Resale Shelf Registration Statement) to remain continuously effective for a period ending on the earlier of (i) the third fifth anniversary of the date of effectiveness hereof), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following receipt of such Shelf notice (the 180th date being the Target Effective Date for the Series A Preferred Registrable Securities), an initial Registration Statement (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i) or Section 2.01(a)(ii)) to permit the resale of the Series A Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement, (ii) the date on which all Registrable Securities included in such registration have been sold PIPE Unit Registration Statement or distributed pursuant to such Shelf Conversion Unit Registration Statement, (iii) a “Registration Statement”); provided, however, that the date as of which all obligation of the Stockholder-Offered Registrable Securities included in Partnership to use such Shelf commercially reasonable efforts to prepare, file, and cause to become effective such Registration Statement cease shall terminate immediately and be of no further force and effect if, at any time, the Purchasers fail to be Stockholder-Offered Registrable Securities, and (iv) to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to the Company’s obligation in connection with receipt of a Call Option Put Notice, until the expiration own more than 50% of the Call Optionnumber of Series A Preferred Units purchased under the Unit Purchase Agreement.

Shelf Registration Statements. During (i) The Partnership shall use its commercially reasonable efforts to (A) prepare and file an initial registration statement under the Securities Act to permit the resale of the PIPE Unit Registrable Securities from time to time as permitted by Rule 415 (or any time when Short-Form similar provision adopted by the Commission then in effect) of the Securities Act (a “PIPE Unit Registration Statements are available Statement”) and (B) cause such initial PIPE Unit Registration Statement to become effective no later than the Target Effective Date for the sale of PIPE Unit Registrable Securities, Blueapple or MDP may require the Company . (ii) The Partnership shall use its commercially reasonable efforts to (A) prepare and file a Short-Form Registration Statement with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any successor rule similar provision adopted by the Commission then in effect) of the Securities Act (a “Shelf Conversion Unit Registration Statement”) registering and (B) cause such initial Conversion Unit Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, and any other Registrable Securities requested to be included pursuant to Section 1.6. Securities. (iii) The Company Partnership shall use its commercially reasonable best efforts to (A) prepare and file an initial registration statement under the Securities Act to permit the resale of the Series A Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement, PIPE Unit Registration Statement or Conversion Unit Registration Statement, a “Registration Statement”) and (B) cause the Shelf such initial Preferred Unit Registration Statement to be declared become effective under no later than the Exchange Act as soon as practicable after filing. At Target Effective Date for the request of MDP, such Shelf Registration Statement (including any Resale Shelf Registration Statement) will refer to the Stockholders in a generic manner as permitted under Rule 430B (in which case, if the Company is required to specify a number of Registrable Securities being registered on such Shelf Registration Statement, the Company shall register a number of Registrable Securities on behalf of each Stockholder in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number of Registrable Securities beneficially owned by MDP) and, if at the time of such request, the Company is a WKSI, at the request of MDP, such Shelf Registration Statement shall cover an unspecified number of Registrable Securities to be sold by the Stockholders. Once effective, the Company shall cause any Shelf Registration Statement (including the Resale Shelf Registration Statement) to remain continuously effective for a period ending on the earlier of (i) the third anniversary of the date of effectiveness of such Shelf Registration Statement, (ii) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to such Shelf Registration Statement, (iii) the date as of which all of the Stockholder-Offered Registrable Securities included in such Shelf Registration Statement cease to be Stockholder-Offered Series A Preferred Unit Registrable Securities, and (iv) to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to the Company’s obligation in connection with receipt of a Call Option Put Notice, until the expiration of the Call Option.

Shelf Registration Statements. During any time when Short-Form Registration Statements are available for (i) The Partnership shall use its commercially reasonable efforts to (A) prepare and file, not later than the sale of Registrable SecuritiesTarget Filing Date, Blueapple or MDP may require the Company to file a Short-Form Registration Statement with (or any corresponding supplement or amendment to an existing effective Registration Statement) to permit the public resale of the Registrable Securities and Exchange Commission in accordance with and on a continuous basis pursuant to Rule 415 under of the Securities Act (Act, or any successor such other rule as is then in effect) (a “Shelf Registration Statement”) registering such Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, at then prevailing prices and any other Registrable Securities requested to be included pursuant to Section 1.6. The Company shall use its reasonable best efforts to (B) cause the Shelf such Registration Statement to be declared become and remain effective under the Exchange Act as soon as practicable after filing. At the request of MDP, such Shelf thereafter. (ii) The Partnership will use its commercially reasonable efforts to cause any Registration Statement filed pursuant to Section 2.01(a) (including or any Resale Shelf Registration Statement) will refer to the Stockholders in a generic manner as permitted under Rule 430B (in which case, if the Company is required to specify a number of Registrable Securities being registered on such Shelf Registration Statement, the Company shall register a number of Registrable Securities on behalf of each Stockholder in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number of Registrable Securities beneficially owned by MDP) and, if at the time of such request, the Company is a WKSI, at the request of MDP, such Shelf Registration Statement shall cover an unspecified number of Registrable Securities to be sold by the Stockholders. Once effective, the Company shall cause any Shelf Registration Statement (including the Resale Shelf additional Registration Statement) to remain be continuously effective for a period ending on under the Securities Act, with respect to any Holder, until the earlier to occur of the following: (A) the date on which there are no longer any Registrable Securities outstanding and (B) the earlier to occur of (i1) the third tenth (10th) anniversary of the date of effectiveness this Agreement or (2) the third (3rd) anniversary of such Shelf Registration Statement, (ii) the date on which the Partnership shall have acquired, pursuant to one or more exercises of the Call Option or Class B COC Option (as each such term is defined in the Company LLC Agreement), or otherwise, all Registrable of the Class B Units (as such term is defined in the Company LLC Agreement) issued to the Class B Purchasers at the Initial Closing and the Additional Closing under the Purchase Agreement (the “Effectiveness Period”). A Registration Statement filed pursuant to Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided that, if the Partnership is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall 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 (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). The plan of distribution indicated in such Registration Statement will include all such methods of sale as Investor may reasonably request in writing at least five (5) Business Days prior to the filing of such Registration Statement and that can be included in such registration have been sold or distributed pursuant to Registration Statement under the rules and regulations of the Commission. As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three (3) Business Days of such Shelf date, the 899622.09-WILSR01A - MSW Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement, (iii) the date as of which all of the Stockholder-Offered Registrable Securities included in such Shelf Registration Statement cease to be Stockholder-Offered Registrable Securities, and (iv) to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to the Company’s obligation in connection with receipt of a Call Option Put Notice, until the expiration of the Call Option.

Shelf Registration Statements. During (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the resale of the PIPE Unit Registrable Securities from time to time as permitted by Rule 415 (or any time when Short-Form similar provision adopted by the Commission then in effect) of the Securities Act (a “PIPE Unit Registration Statements are available Statement”) and (ii) cause such initial Registration Statement to become effective no later than the Target Effective Date for the sale of PIPE Unit Registrable Securities, Blueapple or MDP may require the Company . (ii) The Partnership shall use its commercially reasonable efforts to (i) prepare and file a Short-Form Registration Statement with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any successor rule similar provision adopted by the Commission then in effect) of the Securities Act (a “Shelf Conversion Unit Registration Statement”) registering and (ii) cause such initial Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable Securities. (iii) If the Purchasers own more than 50% of the number of Series A Preferred Units purchased under the Unit Purchase Agreement as of the date of such request, then, upon the written request of Purchasers holding a majority of the Series A Preferred Unit Registrable Securities with respect (which request may be given at least 180 days before the fifth anniversary of the date hereof), the Partnership shall use its commercially reasonable efforts to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicableprepare and file, and any other cause to become effective no later than 180 days following receipt of such notice (the 180th date being the Target Effective Date for the Series A Preferred Registrable Securities requested Securities), an initial Registration Statement (or an amendment to be included the Registration Statement filed pursuant to Section 1.6. 2.01(a)(i) or Section 2.01(a)(ii)) to permit the resale of the Series A Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement, PIPE Unit Registration Statement or Conversion Unit Registration Statement, a “Registration Statement”); provided, however, that the obligation of the Partnership to use such commercially reasonable efforts to prepare, file, and cause to become effective such Registration Statement shall terminate immediately and be of no further force and effect if, at any time, the Purchasers fail to own more than 50% of the number of Series A Preferred Units purchased under the Unit Purchase Agreement. (iv) The Company shall Partnership will use its commercially reasonable best efforts to cause the Shelf Registration Statement Statements filed pursuant to Section 2.01(a) to be declared continuously effective under the Exchange Act as soon as practicable after filing. At Securities Act, with respect to any Holder, until the request of MDP, such Shelf Registration Statement (including any Resale Shelf Registration Statement) will refer earliest to the Stockholders in a generic manner as permitted under Rule 430B (in which case, if the Company is required to specify a number of Registrable Securities being registered on such Shelf Registration Statement, the Company shall register a number of Registrable Securities on behalf of each Stockholder in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number of Registrable Securities beneficially owned by MDP) and, if at the time of such request, the Company is a WKSI, at the request of MDP, such Shelf Registration Statement shall cover an unspecified number of Registrable Securities to be sold by the Stockholders. Once effective, the Company shall cause any Shelf Registration Statement (including the Resale Shelf Registration Statement) to remain continuously effective for a period ending on the earlier of (i) the third anniversary occur of the date of effectiveness of such Shelf Registration Statement, following: (iiA) the date on which all there are no longer any Registrable Securities included outstanding and (B) (1) with respect to Conversion Unit Registrable Securities and Series A Preferred Unit Registrable Securities, the later of (I) the second anniversary of the date on which all Series A Preferred Units have been converted into Common Units pursuant to Article V of the Partnership Agreement and, (II) if such Holder is an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Partnership, the date on which such Holder ceases to be an affiliate of the Partnership, and (2) with respect to PIPE Unit Registrable Securities, on the later of (I) the fifth anniversary of the date on which the PIPE Unit Registration Statement is effective and, (II) if such Holder is an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Partnership, the date on which such Holder ceases to be an affiliate of the Partnership (in each case of clause (A) or (B) the “Effectiveness Period”). A Registration Statement filed pursuant to Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided that, if the Partnership is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not 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 (and, in the case of any prospectus contained in such registration have been sold or distributed pursuant to such Shelf Registration Statement, (iii) in the light of the circumstances under which a statement is made). As soon as practicable following the date as that a Registration Statement becomes effective, but in any event within three Business Days of which all such date, the Partnership shall provide the Holders with written notice of the Stockholder-Offered Registrable Securities included in effectiveness of such Shelf Registration Statement cease to be Stockholder-Offered Registrable Securities, and (iv) to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to the Company’s obligation in connection with receipt of a Call Option Put Notice, until the expiration of the Call OptionStatement.

Shelf Registration Statements. During any time when Short-Form Registration Statements are available for the sale of Registrable Securities, Blueapple or MDP may require the Company (i) The Partnership shall use its reasonable best efforts to (i) prepare and file a Short-Form Registration Statement with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Registrable Securities from time to time as permitted by Rule 415 (or any successor rule similar provision adopted by the Commission then in effect) of the Securities Act (a “Shelf Registration Statement”) registering and (ii) cause such initial Registration Statement or such amendment to become effective no later than the Target Effective Date for the Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, and any other Registrable Securities requested to be included pursuant to Section 1.6. Securities. (ii) The Company shall Partnership will use its reasonable best efforts to cause the Shelf Registration Statement Statements filed pursuant to Section 2.01(a) to be declared continuously effective under the Exchange Act as soon as practicable after filing. At the request of MDPSecurities Act, such Shelf Registration Statement (including with respect to any Resale Shelf Registration Statement) will refer to the Stockholders in a generic manner as permitted under Rule 430B (in which caseHolder, if the Company is required to specify a number of Registrable Securities being registered on such Shelf Registration Statement, the Company shall register a number of Registrable Securities on behalf of each Stockholder in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number of Registrable Securities beneficially owned by MDP) and, if at the time of such request, the Company is a WKSI, at the request of MDP, such Shelf Registration Statement shall cover an unspecified number of Registrable Securities to be sold by the Stockholders. Once effective, the Company shall cause any Shelf Registration Statement (including the Resale Shelf Registration Statement) to remain continuously effective for a period ending on until the earlier of (i) the third anniversary to occur of the date of effectiveness of such Shelf Registration Statement, following: (ii) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to such Shelf Registration Statement, (iiiA) the date as of which the Holders may sell all of the Stockholder-Offered Registrable Securities included covered by such Registration Statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act and (B) the date on which the Holders shall have sold all of the Registrable Securities covered by such Registration Statement (the “Effectiveness Period”). A Registration Statement filed pursuant to Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided that, if the Partnership is then eligible, it shall file such Registration Statement on Form S-3; provided further that, in the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Partnership shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Partnership shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not 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 (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement cease becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement. By 9:30 a.m. New York time on the second (2nd) Business Day following the Effective Date of any Registration Statement, the Partnership shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be Stockholder-Offered used in connection with sales pursuant to such Registration Statement. In no event shall the Partnership include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Holders of at least the Registrable Securities Required Voting Percentage. (iii) Notwithstanding the registration obligations set forth in Section 2.01(a), if the staff of the Commission informs the Partnership that all of the Registrable Securities cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Partnership shall promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Registration Statement as required by the staff of the Commission, covering the maximum number of Registrable Securities permitted to be registered by the staff of the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Partnership shall use diligent efforts to advocate with the staff of the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if the staff of the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Partnership used diligent efforts to advocate with the staff of the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Partnership shall reduce Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by such Holders. In the event of a cutback hereunder, the Partnership shall give the Holder at least five (5) Business Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Partnership amends the Registration Statement in accordance with the foregoing, the Partnership will use its reasonable best efforts to file with the Commission as soon as permitted by the SEC Guidance one or more additional Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the initial (or prior additional) Registration Statement and (iv) cause such registration statements to be declared effective on or prior to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to ninetieth (90th) day immediately following the Company’s obligation in connection with receipt filing of a Call Option Put Notice, until the expiration of the Call Optionsuch Registration Statement.

Shelf Registration Statements. During any time when Short-Form Registration Statements are available for the sale of Registrable Securities, Blueapple or MDP may require the Company (i) The Partnership shall use its commercially reasonable efforts to (A) prepare and file a Short-Form an initial Registration Statement with to permit the public resale of the Registrable Securities and Exchange Commission in accordance with and on a continuous basis pursuant to Rule 415 under of the Securities Act (Act, or any successor such other rule as is then in effect) (a “Shelf Registration Statement”) registering such Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, at then prevailing prices and any other Registrable Securities requested (B) cause such initial Registration Statement to be included pursuant to Section 1.6. become effective no later than the Target Effective Date. (ii) The Company shall Partnership will use its commercially reasonable best efforts to cause the Shelf Registration Statement filed pursuant to be declared effective under the Exchange Act as soon as practicable after filing. At the request of MDP, such Shelf Registration Statement Section 2.01(a) (including or any Resale Shelf Registration Statement) will refer to the Stockholders in a generic manner as permitted under Rule 430B (in which case, if the Company is required to specify a number of Registrable Securities being registered on such Shelf Registration Statement, the Company shall register a number of Registrable Securities on behalf of each Stockholder in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number of Registrable Securities beneficially owned by MDP) and, if at the time of such request, the Company is a WKSI, at the request of MDP, such Shelf Registration Statement shall cover an unspecified number of Registrable Securities to be sold by the Stockholders. Once effective, the Company shall cause any Shelf Registration Statement (including the Resale Shelf additional Registration Statement) to remain be continuously effective for a period ending under the Securities Act, with respect to any Holder, until the earliest to occur of the following: (A) the date on which there are no longer any Registrable Securities outstanding and (B) the earlier to occur of (i1) the third tenth (10th) anniversary of the date of effectiveness this Agreement or (2) the third (3rd) anniversary of such Shelf Registration Statement, (ii) the date on which the Partnership shall have acquired, pursuant to one or more exercises of the Call Option or Class B COC Option (as each such term is defined in the Company LLC Agreement), or otherwise, all Registrable of the Class B Units (as such term is defined in the Company LLC Agreement) issued to the Class B Purchasers at the Initial Closing or, if applicable, the Additional Closing under the Purchase Agreement (the “Effectiveness Period”). A Registration Statement filed pursuant to Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided that, if the Partnership is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities included Act and the Exchange Act and shall 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 (and, in the case of any prospectus contained in such registration have been sold or distributed pursuant to such Shelf Registration Statement, (iii) in the date as of which all light of the Stockholder-Offered Registrable Securities included circumstances under which a statement is made). The plan of distribution indicated in the Registration Statement will include all such methods of sale as Investor may reasonably request in writing at least five Business Days prior to the filing of the Shelf Registration Statement cease to and that can be Stockholder-Offered Registrable Securities, included in the Shelf Registration Statement under the rules and (iv) to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to the Company’s obligation in connection with receipt of a Call Option Put Notice, until the expiration regulations of the Call Option.SEC. As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three 881162.02-WILSR01A - MSW

Shelf Registration Statements. During any (i) At the time when Short-Form Registration Statements are available for the sale of Registrable Securities, Blueapple or MDP may require the Company to file a Short-Form Shelf Registration Statement with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect) (a “Shelf Registration Statement”) registering such Registrable Securities with respect to which the Company has received written requests for inclusion therein from MDP or Blueapple, as applicable, and any other Registrable Securities requested to be included pursuant to Section 1.6. The 2.1(a) or Section 2.1(b) is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall use its reasonable best efforts to cause be named as a Selling Holder in the Shelf Registration Statement to be declared effective under and the Exchange Act as soon as practicable after filing. At the request of MDP, related prospectus in such Shelf Registration Statement (including any Resale Shelf Registration Statement) will refer to the Stockholders in a generic manner as permitted under Rule 430B (in which case, if the Company is required to specify a number permit such Holder to deliver such prospectus to purchasers of Registrable Securities being registered on such in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Shelf Registration Statement, the Company shall register file a number supplement to such prospectus or amendment to the Shelf Registration Statement not less frequently than once a quarter as necessary to name as Selling Holders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. (ii) Any Holder included in an effective Shelf Registration Statement as a Selling Holder may initiate an offering or sale (a “Shelf Take-Down”) of all or part of such Holder’s Ordinary Shares registered under such Shelf Registration Statement (the “Requested Shares”), in which case the provisions of this Section 2.1(d) shall apply. (iii) Following such time as the Company has filed and had declared effective a Shelf Registration Statement on Form S-3, a Holder or Holders holding Registrable Securities on behalf of each Stockholder may elect in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”) that a Shelf Take-Down be in the same proportion as the Registrable Securities requested to be registered by MDP bear to the number form of Registrable Securities beneficially owned by MDPan Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if at the time of such request, the Company is a WKSI, at the request of MDP, such Shelf Registration Statement shall cover an unspecified number of Registrable Securities to be sold by the Stockholders. Once effectivenecessary, the Company shall cause any file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable; provided, however, the expected gross proceeds to be received by the initiating Holder or Holders (after deduction for underwriter’s discounts and expenses related to the issuance) must be equal to or greater than $30.0 million in the aggregate. Such initiating Holder or Holders shall indicate in such Underwritten Shelf Take-Down Notice whether it or they intend for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the Resale underwriters (a “Marketed Underwritten Shelf Registration StatementTake-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than five days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to remain continuously effective for a period ending on all other Holders and shall permit the earlier participation of all such Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within five days after the receipt of such notice of their election to participate (but in any event no later than three days prior to the expected date of such Marketed Underwritten Shelf Take-Down). The provisions of Section 2.1(d) shall apply with respect to the rights of the Holders to participate in any Underwritten Shelf Take-Down (it being understood that the Company shall not be obligated to commence such Marketed Underwritten Shelf Take-Down until promptly following the expiration of such five-day period). Notwithstanding the foregoing, that the Company shall not be obligated to effect, or take any action to effect, an Underwritten Shelf Take-Down (i) within one hundred and eighty (180) days following the third anniversary last date on which any previous Underwritten Offering was effected, (ii) during any lock-up period required by the Underwriters in any prior Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (iii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of effectiveness of such Shelf Registration Statement, (ii) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to such Shelf Registration Statement, (iii) the date as of which all of the Stockholder-Offered Registrable Securities included in such Shelf Registration Statement cease to be Stockholder-Offered Registrable Securitiesfiling of, and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an Underwritten Offering by the Company. (iv) The Holders of a majority of the Requested Shares shall select the Underwriter or Underwriters to the extent serve as book-running manager or managers in connection with any Company-Offered Registrable Securities have been registered thereunder with respect such offering; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company’s obligation . The Company may select any additional investment banks and managers to be used in connection with receipt the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a Call Option Put Notice, until the expiration majority of the Call OptionRequested Shares, as applicable. Each Holder shall have the right to include in such offering up to each of their respective pro rata portion of their respective Registrable Securities in the manner described in Section 2.3(a). (v) In no event shall the Company be obligated to consummate an Underwritten Shelf Take-Down more than once in any one hundred and eighty (180) day period or within ninety (90) days of any previous Underwritten Offering. (vi) All determinations as to whether to complete any distribution pursuant to an Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Shelf Take-Down”) and as to the timing, manner, price and other terms of any Non-Marketed Shelf Take-Down shall be at the discretion of the applicable Holder or Holders.