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 (a) Crestview Investor will have the right, for the sale of Registrable Securities, Blueapple or MDP may require so long as the Company is eligible to use Form S-3, to demand that the Company prepare and 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 , and 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 will use its commercially reasonable best efforts to cause the Shelf Registration Statement it to be declared effective under by the Exchange Act as soon as practicable after filing. At date that is eighteen (18) months from the request Closing (the “Crestview Lockup Expiration Date”) providing for the registration for resale of MDPall of Crestview Investor’s shares of Class A Common Stock, such Shelf Registration Statement (including any Resale Shelf Registration Statement) will refer and shares received by Crestview Investor upon exercise of the Class A Warrants or conversion of Class B Common Stock received upon exercise of Class B Warrants, in each case purchased pursuant to the Stockholders Investment Agreement or otherwise acquired in a generic manner as permitted under Rule 430B (compliance with the terms and conditions of the Investment Agreement, this Agreement and the Stockholders’ Agreement, and, solely in which case, if the Company is required to specify a number of event that all Crestview 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 are beneficially owned by MDPPersons other than (a) andCrestview Investor and its Affiliates (without regard to any permitted transferees under Section 6.1 hereof, if at other than Affiliates of Crestview Investor) or (b) Follow-on Investors, not otherwise transferable under Rule 144 without the time requirement to comply with the volume or manner of sale restrictions under such requestrule (collectively, “Crestview Registrable Securities”), and the Company is a WKSI, at will keep such registration statement (the request of MDP, such “Crestview 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 StatementRegistration”) to remain continuously effective for a period ending on until the earlier earliest of (i) the third anniversary of the date of effectiveness of that all Crestview Registrable Securities registered thereunder have been sold pursuant to such Crestview Shelf Registration StatementResale Registration, (ii) the date on which that all such Crestview Registrable Securities included may be sold under Rule 144 without the volume or manner of sale restrictions under such rule and without the requirement for the Company to be in compliance with the current public information required under Rule 144, solely in the event that all such registration have been sold Crestview Registrable Securities are beneficially owned by Persons other than (a) Crestview Investor and its Affiliates (without regard to any permitted transferees under Section 6.1 hereof, other than Affiliates of Crestview Investor) or distributed pursuant to such Shelf Registration Statement(b) a Follow-on Investor, (iii) the date as of which all of that the Stockholder-Offered Registrable Securities included in such Shelf Registration Statement cease Company ceases to be Stockholder-Offered Registrable SecuritiesForm S-3 eligible, in which event the Company will use its commercially reasonable efforts to file a Crestview Shelf Resale Registration on Form S-1 or any other applicable form on which it is then eligible for such resales with the SEC as promptly as practicable after the Company ceased to be Form S-3 eligible for such resales, and (iv) the third (3rd) anniversary of the effective date of such Crestview Shelf Resale Registration (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of a Permitted Interruption); provided, however, that such third (3rd) anniversary shall be at least three years after the Crestview Lockup Expiration Date (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of a Permitted Interruption). Notwithstanding the foregoing, Crestview Investor shall not be permitted to sell, pursuant to the Crestview Shelf Resale Registration and during any six-month period from and after the effectiveness of the Crestview Shelf Resale Registration, shares in an amount that represents more than one-half (1/2) of the aggregate amount of the Crestview Registrable Securities that it received at the Closing (but, for the avoidance of doubt, Crestview Investor will be permitted to sell during such six-month period by means other than pursuant to the Crestview Shelf Resale Registration so long as Crestview Investor is in compliance with the Stockholders’ Agreement). Upon the written request of Crestview Investor, the Company will file and seek effectiveness of a post-effective amendment to the Crestview Shelf Resale Registration to register additional Crestview Registrable Securities to the extent any Company-Offered Registrable Securities have been registered thereunder with respect to that they were not included in the Company’s obligation in connection with receipt of a Call Option Put Notice, until Crestview Shelf Resale Registration Statement at the expiration of time it was declared effective by the Call OptionSEC.

Shelf Registration Statements. During any time when ShortOn or before the 18-Form Registration Statements are available for month anniversary of the sale of Registrable SecuritiesClosing Date, Blueapple or MDP may require the Company to shall file a Short-Form Registration Statement with the SEC a registration statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities and Exchange Commission in accordance on Form S-3, such registration shall be on another appropriate form) (together with and the prospectus included therein, the “Registration Statement”) pursuant to Rule 415 under of the Securities Act in order to register with the SEC the resale, from time to time, by the Holder of all the Registrable Securities. The Registration Statement required hereunder shall contain (or any successor rule then in effectexcept if otherwise directed by the Holder) (a substantially the “Shelf Registration Statement”) registering such Registrable Securities with respect to which Plan of Distribution” furnished by 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 1.6Holder. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Exchange Act as soon thereafter as practicable after filingis practicable. At The Company shall use its reasonable best efforts to keep the request of MDP, such Shelf Registration Statement (including effective in order to permit the prospectus forming a part thereof to be usable by the Holder for the sale of Common Stock held by him, until all of Common Stock registered thereunder has been distributed as contemplated thereby, but in any Resale Shelf event not later than the second anniversary of the date the Registration Statement) will refer to Statement is declared effective by 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 StatementSEC. The foregoing notwithstanding, the Company shall register a number have the right in its sole discretion, based on any valid business purpose (including, without limitation, to avoid the disclosure 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, any material non-public information that the Company is a WKSInot otherwise obligated to disclose), at to suspend the request use of MDP, such Shelf the Registration Statement shall cover an unspecified for a reasonable length of time (a “Delay Period”) and from time to time; provided that the aggregate number of Registrable Securities to be sold by the Stockholdersdays in all Delay Periods occurring in any period of twelve consecutive months shall not exceed 90 days. Once effective, the The Company shall cause any Shelf provide written notice to the Holder of the beginning and the end of each Delay Period, and the Holder shall cease all disposition efforts pursuant to the 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 all Common Stock held by him immediately upon receipt of notice of the beginning of any Delay Period and shall maintain in confidence the fact that such notice has been provided by the Company’s obligation in connection with receipt of a Call Option Put Notice, until the expiration of the Call Option.