Common use of Shelf Registration Clause in Contracts

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If If, (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If Each Securityholder making a demand for registration under this Section 10.1 is referred to herein as an "Initiating Securityholder." For purposes of this Section 10, a registration shall not be deemed to have been effected hereunder unless a registration statement including at least eighty-five percent (85%) of the Registrable Securities requested to be included therein has been declared effective and, subject to Section 10.3(b) hereof, remained effective (i) in the Company determines that it case of a Demand Registration for a period of six (6) months (or such shorter period as is not permitted to effect a Registered Exchange Offer, as contemplated by in the second sentence of this Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, 10.1) and (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) case of a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one (1) year (or for until all of the Registrable Securities included in such longer period if extended registration statement have been sold. In the event of an underwritten offering pursuant to this Section 3(j) below) from 10.1, if the Issue Date or managing underwriter of such shorter period that will terminate when all offering shall advise the Securities covered Securityholders in writing that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration would materially adversely affect the distribution of such securities by increasing the Shelf Registration Statement aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution within a price range acceptable to the Initiating Securityholders, then the securities to be included in the registration shall be limited to such number as can be sold within such price range and shall be included in the following order: (i) have been sold pursuant thereto or (ii) may first, pro rata among the Registrable Securities requested to be freely sold without volume restrictions included therein by non-affiliates pursuant to Rule 144 under the Securities ActSecurityholders, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement according to the contrarynumber of Registrable Securities requested to be included by each such Securityholder requesting inclusion therein, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required then, such other securities requested to be stated included therein or necessary in order by the Company and the holders of such other securities holding registration rights, pro rata among the Company and the holders of such other securities according to make the statements therein (in number of securities requested to be included by the case of the prospectus in light of the circumstances under which they were made), not misleadingCompany and each such holder requesting inclusion therein.

Shelf Registration. If (i) Within two weeks after the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff anniversary of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation date of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible Public Offering, subject to be exchanged for Exchange Securities in the Registered Exchange OfferSection 2.13 and Section 2.14, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a “shelf” registration statement with respect to the resale (except as provided in the “Shelf Registration Statement” and, together with next sentence) of the Exchange Offer Registration Statement, a “Registration Statement”) Registrable Securities on an appropriate form under the Securities Act relating for an offering to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time be made on a continuous basis pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinaftertogether with any amendments or supplements thereto, the “Shelf RegistrationRegistration Statement”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 and shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective on or as soon as practicable thereafter, and to keep the such Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate ending when all the Securities shares of Common Stock covered by the Shelf Registration Statement are no longer Registrable Securities. With respect to Holders other than Affiliates of the Company (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates including as an Affiliate of the Company) (such period being called , for purposes of this Section 2.1, the “GI Entities), the Company may, at its option, satisfy its obligation in this Section 2.1 to register on a Shelf Registration Period”). Statement the resale of the Registrable Securities by instead registering on a Shelf Registration Statement the issuance of the Registrable Securities by the Company to such Holders, provided such issuance Shelf Registration Statement is initially filed within the time period required by the staff of the Commission. In the event that the Company fails to file, or if filed fails to maintain the effectiveness of, a Shelf Registration Statement, the Holders may participate in a Piggy-Back Registration (cas defined below) pursuant to Section 2.3 herein; provided, further, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to allow participation in a Piggy-Back Registration. Notwithstanding any other provisions of this Agreement anything to the contrarycontrary contained herein, the Company shall cause the not be obligated to file a Shelf Registration Statement and unless the related prospectus and Company is eligible to file a registration Statement on Form S-3 or any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleadingsuccessor form.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 2 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day within 60 days after the Issue DateExchange Offer Registration Statement becomes effective, or (iii) any Initial Purchaser notifies so requests with respect to the Issuer in writing following Initial Securities (or the consummation of the Registered Private Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 3) file with the Commission and thereafter shall use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 7 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j4(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates have been distributed to the public pursuant to Rule 144 under the Securities Act, or . The Company shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any successor rule thereof, or otherwise transferred action that would result in a manner that results in (A) the Holders of Securities covered thereby not being subject able to transfer restrictions under offer and sell such Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Securities Act Company in good faith and for valid business reasons (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(j) (such period being called the “Shelf Registration Period”)hereof, if applicable. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus therein, in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered file an Exchange Offer, as contemplated Offer Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereof, under applicable law or applicable interpretations thereof by Commission policy (after the staff of the Commissionprocedures set forth in Section 7(a) hereof have been complied with), (ii) for any reason, the Registered Exchange Offer is not consummated on or prior to Consummated within 30 Business Days of the 360th day after the Issue Exchange Offer Effectiveness Target Date, or (iii) any Initial Purchaser Holder of Entitled Securities notifies the Issuer Company in writing following the consummation of the Registered Exchange Offer that (A) such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company shall take or one of its affiliates, then, upon such Holder’s written request, the following actionsCompany shall: (ai) The Company shallcause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, at which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Entitled Securities the Holders of which shall have provided the information required pursuant to Section 5(b) hereof; and (ii) use its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 240th day after so requested or required pursuant to this Section 5 and to keep it continuously effective until the earliest of (unless it becomes effective automatically upon filingi) a registration statement (the “date on which all Entitled Securities entitled to the benefit of this Section 5(a) have been sold pursuant to the Shelf Registration Statement, (ii) the date on which all Entitled Securities are no longer “restricted securities” and, together with within the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under meaning of Rule 144 of the Securities Act relating and (iii) the date which is one year after the Closing Date, such shortest time period referred to as the offer and sale of “Effectiveness Period.” During the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterEffectiveness Period, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially reasonable efforts to keep the such Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Sections 7(b) and (c) hereof to permit the prospectus included therein extent necessary to be lawfully delivered ensure that it is available for resales of Initial Notes by the Holders of Entitled Securities entitled to the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions benefit of this Agreement Section 5(a), and to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply ensure that it conforms in all material respects with the applicable requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time. Notwithstanding the foregoing and any other provision hereof, the Company may suspend the availability of the Shelf Registration Statement, without being required to pay any Additional Interest (ii) as defined below), upon written notice to the Holders (which notice shall be accompanied by an instruction to suspend the use of the Prospectus), for one or more periods not to exceed 60 consecutive days in any 90-day period, and not to exceed, in the aggregate, 95 days in any 365-day period (each such period, a “Suspension Period”) if: (i) an event occurs and is continuing that, in the Company’s good faith judgment, would require the Company to make changes in the Shelf Registration Statement or the Prospectus in order that the Shelf Registration Statement or the Prospectus does not contain any an 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 case of the prospectus prospectus, in light of the circumstances under which they were made), ) not misleading; and (ii) the Company reasonably determines that the disclosure of such event at such time would have a material adverse effect on the business of the Company (and its subsidiaries, if any, taken as a whole).

Shelf Registration. If The Issuers shall file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (ithe “Initial Shelf Registration Statement”) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff covering all of the Commission, (ii) Registrable Notes. The Issuers shall file with the Registered Exchange Offer is not consummated Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 360th 45th day after such Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the Issue Datemanner or manners designated by them (including, without limitation, in one or (iii) more underwritten offerings). The Company shall not permit any Initial Purchaser notifies securities other than the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible Registrable Notes to be exchanged for Exchange Securities included in the Registered Exchange Offer, the Company Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall take the following actions: (ax) The Company shall, at its cost, prepare and file with the Commission and thereafter use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Initial Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form Statement to become effective under the Securities Act relating on or prior to the offer 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and sale of (y) use their commercially reasonable efforts to keep the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Initial Shelf Registration Statement and Rule 415 continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (hereinafteror 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 “Shelf RegistrationEffectiveness Period”), or such shorter period ending when (i) all Registrable Notes 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 (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act; provided, however, that no Holder (other than an i) the Effectiveness Period in respect of the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing shall be extended to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order extent required to permit dealers to comply with the applicable prospectus included therein to be lawfully delivered by the Holders delivery requirements of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions 174 under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission otherwise provided herein and (ii) not the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to contain any untrue statement the Holders solely as a result of the filing of a material fact or omit post-effective amendment to state a material fact required the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be stated therein or necessary in order declared effective to make permit holders to use the statements therein (in the case of the prospectus in light of the circumstances under which they were made), not misleadingrelated Prospectus.

Shelf Registration. If (i) the Company determines that it is and the Co-Issuer are not permitted required to effect a Registered file an Exchange Offer, as contemplated by Section 1 hereof, under applicable law Offer Registration Statement or applicable interpretations thereof by to Consummate the staff of Exchange Offer because the Commission, (ii) the Registered Exchange Offer is not consummated on permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or (ii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as an affiliate of the Company or the Co-Issuer) and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company, the Co-Issuer or one of their affiliates, then, upon such Holder’s request prior to the 360th 20th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation Consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take Company, the following actionsCo-Issuer and the Guarantors shall: (ai) The Company shallcause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, at which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and (ii) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as possible (unless it becomes effective automatically upon filing), and in any event on or before the 365th day after the obligation to file such Shelf Registration Statement arises (or if such 365th day is not a Business Day, the next succeeding Business Day). Each of the Company, the Co-Issuer and the Guarantors shall use its costcommercially reasonable efforts to keep such Shelf Registration Statement continuously effective, prepare supplemented and file amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least one year following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). During the period during which the Company, the Co-Issuer and thereafter the Guarantors are required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company, the Co-Issuer and the Guarantors will, prior to the expiration of that Shelf Registration Statement, file, and use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Initial Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement (relating to the Initial Securities, which shall be deemed the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions for purposes of this Agreement applicable to such HolderAgreement. (b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. (a) If (i) the Company determines that it is not permitted due to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable any change in law or applicable interpretations thereof by the staff Commission’s staff, the Company and Guarantors determine upon advice of its outside counsel that they are not permitted to effect or complete the Commission, Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to by the 360th day after the Issue Target Registration Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company and Guarantors shall take the following actions:use their commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The If a Shelf Registration Statement is required pursuant to Section 3(a), the Company shall, at its cost, prepare and Guarantors shall use their commercially reasonable efforts to file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) under the Act within 90 days after the Target Registration Date, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchasera Dealer Manager) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (bii) The Company and Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective (including by supplementing and amending the Shelf Registration Statement as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities Holders) for a period of one year (or for such longer period if extended pursuant to Section 3(j) belowthe “Shelf Registration Period”) from the Issue Date date the Shelf Registration Statement is declared effective by the Commission until the earliest of (A) the first anniversary thereof or such shorter period that will terminate when (B) the date upon which all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement. The Company and Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or (iiy) may be freely sold without volume restrictions is otherwise undertaken by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred Company and Guarantors in a manner that results in good faith and for valid business reasons (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates including avoidance of the Company’s and Guarantors’ obligations hereunder), including the acquisition or divestiture of assets and is permitted pursuant to Section 4(k)(ii) (such period being called the “Shelf Registration Period”)hereof. (ciii) Notwithstanding any other provisions of this Agreement to the contrary, the The Company and Guarantors shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act; and (iiB) 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 the case of the prospectus Prospectus, in the light of the circumstances under which they were made), ) not misleading.

Shelf Registration. If (ia) Subject to Section 2.9, the Company determines that it is not permitted shall use commercially reasonable efforts to effect a Registered Exchange Offerprepare and file, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to before the 360th day first Business Day that is thirteen (13) months after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer Combination Transactions, a “shelf” registration statement with respect to the resale of the Registrable Securities by the Holders thereof on an appropriate form that such Initial Purchaser holds Transfer Restricted Securities that are not eligible complies in all material respects with applicable Commission rules for an offering to be exchanged made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for Exchange Securities resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare Resale Shelf Registration Statement and file with the Commission and thereafter use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared become effective as promptly as practicable thereafter. Subject to Sections 2.1(c) and 2.9, the Company shall keep such Resale Shelf Registration Statement continuously effective for a period ending when all Common Shares covered by the Resale Shelf Registration Statement are no longer Registrable Securities. (unless it becomes effective automatically b) The Company may, at its option, satisfy its obligation to prepare and file a Resale Shelf Registration Statement pursuant to Section 2.1(a) with respect to Common Shares issuable upon filing) exchange of OP Units by preparing and filing a registration statement on an appropriate form that complies in all material respects with applicable Commission rules for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the an “Issuer Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form providing for (i) the issuance by the Company, from time to time, to the Holders of such OP Units, of Common Shares registered under the Securities Act relating (the “Primary Shares”) and (ii) to the offer and sale of extent such Primary Shares constitute Restricted Shares, the Transfer Restricted Securities (as defined in Section 6 hereof) registered resale thereof by the their Holders thereof from time to time in accordance with the methods of distribution elected by the Holders and set forth in the Shelf Registration Statement therein (but not an underwritten offering) and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 using commercially reasonable efforts to cause such Issuer Shelf Registration Statement to be filed by the first Business Day that is thirteen (13) months after the consummation of the Combination Transactions, and to become effective as promptly as practicable thereafter. Subject to Sections 2.1(c) and 2.9, the Company shall keep the such Issuer Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period (the “Effectiveness Period”) expiring on the date all of one year the OP Units pursuant to which Registrable Securities may be issued have been redeemed for Common Shares or Registrable Securities shall cease to exist. If the Company shall exercise its rights under this Section 2.1(b), Holders (other than Holders of Restricted Shares) shall have no right to have Common Shares issued or for such longer period if extended issuable upon exchange of OP Units included in a Resale Shelf Registration Statement pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”2.1(a). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (a) (i) If the Company determines that it is Issuers are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to effect a consummate the Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) Offer because the Registered Exchange Offer is not consummated on permitted by applicable law or Commission policy or (ii) any holder of Transfer Restricted Securities notifies the Company prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing 20th Business Day following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the New Securities acquired by it in the Registered Exchange Offer to the public without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, the Issuers shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below. (ab) The Company shallIf obligated to file the Shelf Registration Statement, at its costas applicable, prepare and file with the Commission and thereafter Issuers shall use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (by the “Commission on or prior to 90 days after such obligation arises; such Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating Statement shall relate to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined in Section 6 hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bi) The Company Issuers shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when date the Shelf Registration Statement is declared effective by the Commission until the earlier of: (A) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) one year from the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates effective date of the Company) Shelf Registration Statement (such period being called in either case, the “Shelf Registration Period”). (cii) Notwithstanding any other provisions of this Agreement to the contrary, the Company The Issuers shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (iiB) 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 the case of the prospectus Prospectus, in the light of the circumstances under which they were made), ) not misleading.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff The registration of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior Registrable Securities pursuant to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to Demand Registration shall be exchanged for Exchange Securities in the Registered Exchange Offerform of a Shelf Registration Statement only. Upon receipt of such Demand Registration, the Company shall take the following actions: (a) The Company shalluse commercially reasonable efforts to, at its costas soon as practicable, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared make available an effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) Statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Act; provided, however, that no unless a Holder (other than an Initial Purchaser) shall be entitled requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may only be made if the sale of the Registrable Securities held by it covered requested to be registered by such Shelf Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $50.0 million (without regard to any underwriting discount or commission). After receipt of a Registration Statement unless such Holder Request, the Company agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered until all Ordinary Shares held by the Holders cease to be Registrable Securities (the “Shelf Effectiveness Period”). In connection with the provisions of this Section 2.01, the Holders collectively shall have (i) 3 Demand Notices in connection with Marketed Offerings, which they are permitted to deliver (or cause to be delivered) to the Company hereunder; provided, however, that in connection therewith the Company shall cause its officers to use their commercially reasonable efforts to support the marketing of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (iincluding participation in “road shows”) have been sold pursuant thereto or and (ii) may 2 additional Demand Notices (other than in connection with a Marketed Offering), which they are permitted to deliver (or cause to be freely sold without volume restrictions by non-affiliates delivered) to the Company hereunder; provided, however, that (x) in connection with any Demand Notice submitted pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in preceding clause (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”ii). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall not be obligated to cause its officers to support the Shelf marketing of the Registrable Securities covered by the Registration Statement and the related prospectus and such officers will not be obligated to participate in any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission “road shows,” and (iiy) the Holders may not to contain make more than 2 Demand Registration requests in 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 case of the prospectus in light of the circumstances under which they were made), not misleading365-day period.

Shelf Registration. If If, (i) in the event that applicable interpretations of the staff of the Commission do not permit the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law hereof or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies so requests with respect to the Issuer in writing following Initial Notes (or the consummation of the Registered Private Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are Notes) not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at shall use its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) file a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating Act, and to cause the offer and sale Shelf Registration Statement to be declared (or to become automatically) effective under the Securities Act, covering resales of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof notes, from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to either have the Securities held by it covered by such Shelf Registration Statement or otherwise obtain the benefits relating to the registration of the Securities 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein to be lawfully delivered by earliest of (the Holders of “Shelf Registration Period”) (i) the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate time when all the Securities covered by the Shelf Registration Statement (i) have been can be sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under without any restrictive legend or volume limitations, (ii) one year from the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in effective date of the Shelf Registration Statement and (Aiii) the date on which all Securities not being subject to transfer restrictions under the Securities Act and (B) the absence registered thereunder are disposed of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”)in accordance therewith. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, amendment or supplement, as the case may be, (i) to comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus prospectus, in the light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) the Company determines that it and the Guarantors are not permitted to file an Exchange Offer Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by Commission policy (after the staff of the Commissionprocedures set forth in Section 6(a) hereof have been complied with), (ii) the Registered Exchange Offer is not consummated Consummated by the Exchange Deadline or (iii) any Holder of Registrable Securities notifies the Company prior to the 20th Business Day following Consummation of the Exchange Offer that: (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall: (i) use their commercially reasonable efforts to file with the Commission a shelf registration statement pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in each case, the “Shelf Registration Statement”), on or prior to the 360th 45th day after the Issue DateExchange Deadline (such date being the “Shelf Filing Deadline”), or (iiiwhich Shelf Registration Statement shall provide for resales of all Registrable Securities the Holders of which shall have provided the information required pursuant to Section 4(b) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions:hereof; (aii) The Company shall, at its cost, prepare and file with the Commission and thereafter use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Commission as soon as practicable; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.and (biii) The Company shall use their commercially reasonable efforts to keep the such Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to permit the prospectus included therein extent necessary to be lawfully delivered ensure that it is available for resales of Registrable Securities by the Holders of such Registrable Securities entitled to the relevant benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year (or for following the effective date of such longer period if extended pursuant to Section 3(j) below) from the Issue Date Shelf Registration Statement or such shorter period that will terminate when all the Registrable Securities covered by registered thereunder are disposed of in accordance therewith or cease to be outstanding. Notwithstanding the foregoing or any other provision hereof, the Company may, without being required to pay Additional Interest, determine that the use of such prospectus would require the disclosure of material non-public information that, in the Company’s reasonable judgment, would be detrimental to the Company if disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction, and suspend the use of the prospectus that is part of the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates period of the Company) (up to 60 days per such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrarysuspension, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain exceed 90 days in 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 case of the prospectus in light of the circumstances under which they were made), not misleadingtwelve-month period.

Shelf Registration. (a) If (i) the Company determines that it is Issuers are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to effect a consummate the Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) Offer because the Registered Exchange Offer is not consummated on permitted by applicable law or Commission policy or (ii) any holder of Registrable Securities notifies the Company prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing 20th Business Day following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the New Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, the Issuers shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below. (ab) The Company shallIf obligated to file the Shelf Registration Statement, at its costas applicable, prepare and the Issuers shall use all commercially reasonable efforts to file the Shelf Registration Statement with the Commission on or prior to 30 days after such obligation arises and thereafter shall use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (by the “Commission on or prior to 90 days after such obligation arises; such Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating Statement shall relate to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined in Section 6 hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bc) The Company Issuers shall use commercially reasonable their best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) belowthe “Shelf Registration Period”) from the Issue Date date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or such shorter period that will terminate when (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may to the Shelf Registration Statement. The Issuers shall be freely sold without volume restrictions by non-affiliates pursuant deemed not to Rule 144 under have used their best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if any of them voluntarily take any action that would result in Holders of Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities covered thereby not being subject able to transfer restrictions under offer and sell such Securities during the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”, unless such action is (x) required by applicable law or otherwise undertaken by the Issuers in good faith and for valid business reasons (not including avoidance of such Issuer’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof. (cd) Notwithstanding any other provisions of this Agreement to the contrary, the Company The Issuers shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act; and (iiB) 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 the case of the prospectus Prospectus, in the light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after within 365 days of the Issue Date, or (iii) any Initial Purchaser notifies so requests with respect to the Issuer in writing following Initial Securities (or the consummation of the Registered Private Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange (other than due solely to the status of such Holder as an “affiliate” of either Issuer within the meaning of the Securities Act), the Company shall take the following actions: (a) The Company shall, at its cost, prepare and as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, along with any document or information incorporated by reference therein, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date effective date of the Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) are no longer Transfer Restricted Securities. The Company shall be deemed not to have been sold pursuant thereto used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Shelf Registration Statement or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under delay or suspend the Securities Act, or any successor rule effectiveness thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act reasonable period of time, but not in excess of 60 consecutive days or more than three (assuming for the purpose that the Holders thereof are not affiliates of the Company3) times during any calendar year (such period being called the each, a “Shelf Registration Suspension Period”)., if the Board of Directors of PBF determines reasonably and in good faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of PBF, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law; and (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus prospectus, in the light of the circumstances under which they were made), ) not misleading; provided, however, that this Section 2(c) shall not apply to any statements or omissions made by the Company in reliance upon and in conformity with information furnished to the Company by a Holder for use in any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto.

Shelf Registration. If If, (i) the Company determines that it is not permitted to effect a consummate the Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) Offer because the Registered Exchange Offer is not consummated on permitted by applicable law or Commission policy; or (ii) any holder of the Entitled Securities notifies the Company prior to the 360th 20th business day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities that: (a) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (b) it may not resell the exchange notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus (other than by reason of such holder’s status as an affiliate of the Company) and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (c) it is a broker-dealer and owns notes acquired directly from the Company or an affiliate of the Company then the Company shall take the following actions: (a) The Company shall, at its own cost, prepare and use its commercially reasonable efforts to file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) and to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to 90 days after such obligation arises pursuant to this Section 2 (the “Shelf Effectiveness Target Date”). The Shelf Registration Statement shall be filed on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Entitled Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder and provided, further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Securities, for a period of one year two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may thereto. The Company shall be freely sold without volume restrictions by non-affiliates pursuant deemed not to Rule 144 under have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities covered thereby not being subject able to transfer restrictions under the offer and sell such Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose during that the Holders thereof are not affiliates of the Company) (period, unless such period being called the “Shelf Registration Period”)action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus therein, in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) the Company determines that it and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the CommissionSEC policy, (ii) for any reason the Registered Exchange Offer is not consummated on or prior to Consummated by the 360th day after the Issue Date, Exchange Date or (iii) any prior to the Exchange Date: (A) the Initial Purchaser notifies Purchasers request from the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Company with respect to Registrable Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, (B) with respect to any Holder of Registrable Securities such Holder notifies the Company that (i) such Holder is prohibited by applicable law or SEC policy from participating in the Exchange Offer, (ii) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is a Participating Broker-Dealer and holds Registrable Securities acquired directly from the Company or one of its affiliates or (C) in the case of the Initial Purchasers, the Initial Purchasers notify the Company they will not receive Exchange Securities in exchange for Registrable Securities constituting any portion of the Initial Purchasers’ unsold allotment, the Company and the Guarantors shall take (x) cause to be filed a Shelf Registration Statement as promptly as practicable (such date being the following actions: “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Registrable Securities by the Holders thereof and (ay) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially their reasonable best efforts to cause such Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (by the “SEC. The Company and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement” andStatement continuously effective, together supplemented and amended to the extent necessary to ensure that it is available for resales of Registrable Securities by the Holders of such Registrable Securities entitled to the benefit of this Section 2(b), and to ensure that it conforms with the Exchange Offer Registration Statementrequirements of this Agreement, a “Registration Statement”) on an appropriate form under the Securities Act relating to and the offer policies, rules and sale regulations of the Transfer Restricted Securities (SEC as defined in Section 6 hereof) by the Holders thereof announced from time to time in accordance with time, from the methods of distribution set forth in date on which the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously is declared effective in order to permit the prospectus included therein to be lawfully delivered by the Holders SEC until the expiration of the relevant Securities for a two-year period of one year after the Closing Date (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement; provided that the Company may for a period of up to 60 days in any three-month period, not to exceed 90 days in any calendar year, determine that the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant is not usable under certain circumstances relating to Rule 144 under corporate developments, public filings with the Securities ActSEC and similar events, or any successor rule thereof, or otherwise transferred in a manner that results in (A) and suspend the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates use of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions prospectus that is part of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and Statement). No Holder of Registrable Securities may include any amendment or supplement thereto, as of its respective effective dateRegistrable Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement within 20 Business Days after receipt of a material fact request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or omit Prospectus or preliminary Prospectus included therein. Each Holder as to state a material fact which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be stated therein or necessary disclosed in order to make the statements therein (in information previously furnished to the case of the prospectus in light of the circumstances under which they were made), Company by such Holder not materially misleading.

Shelf Registration. If (a) If, (i) the Company determines Issuers and the Guarantors determine that it an Exchange Offer Registration pursuant to Section 2.1 is not permitted to effect a Registered available or the Exchange OfferOffer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law, as contemplated by Section 1 hereof, under applicable law SEC rules and regulations or applicable interpretations thereof by any interpretation of the staff of the CommissionSEC, or (ii) the Registered Exchange Offer is not consummated on for any other reason completed by the 90th day following the date the Exchange Offer Registration Statement is declared effective, or (iii) with respect to any Holder of Transfer Restricted Notes (A) such Holder is prohibited by applicable law or prior to Commission policy from participating in the 360th day after the Issue DateExchange Offer, or (iiiB) any such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is an Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser and holds Transfer Restricted Securities that are not eligible Notes acquired directly from the Issuers or one of their affiliates after the effectiveness deadline for the Exchange Offer Registration Statement specified in Section 2.1(a) above, then, upon such Holder’s request (a “Shelf Request”): the Issuers and the Guarantors shall promptly deliver to be exchanged for Exchange Securities in the Registered Exchange Offer, Holders and the Company Trustee written notice thereof and shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a registration statement (the “Shelf Registration Statement” and, together with Statement providing for the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of all the Transfer Restricted Securities (as defined in Section 6 hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such HolderSEC. (b) The Company shall In the event that the Issuers and the Guarantors are required to file a Shelf Registration Statement, the Issuers and the Guarantors agree to use commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended (including through post-effective in order amendments on Form S-3 if the Issuers are eligible to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities use such Form) for a period of one year (or for six months following the effective date such longer period if extended pursuant to Section 3(j) below) from the Issue Date Shelf Registration Statement or such shorter period that will terminate when all the Securities Transfer Restricted Notes covered by the such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Effectiveness Period”). (c) Notwithstanding any other provisions of this Agreement . The Issuers and the Guarantors agree to furnish to the contrary, the Company shall cause Holders of Transfer Restricted Notes listed in the Shelf Registration Statement and the related prospectus Prospectus copies of any such supplement or amendment promptly after its being used or filed with the SEC. (c) The Issuers represent, warrant and covenant that they (including their agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus in connection with the sale of Transfer Restricted Notes under a Shelf Registration Statement. (d) Notwithstanding any other provisions hereof, the Issuers and the Guarantors shall use their reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment or thereto and any Prospectus forming a part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it is declared effective by the SEC, contain any 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 (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (statements, in the case of the prospectus in light of the circumstances under which they were made), not misleading. (e) The Issuers and the Guarantors shall not permit any securities other than Transfer Restricted Notes to be included in the Shelf Registration Statement. The Issuers and the Guarantors agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (ia) the Company determines that it is not permitted to effect a Registered Exchange OfferAs promptly as possible, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated and in any event on or prior to the 360th day after the Issue Filing Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be declared effective made on a continuous basis pursuant to Rule 415. If for any reason (unless it becomes effective automatically upon filingincluding, without limitation, the Commission’s interpretation of Rule 415) a registration statement (the “Shelf Registration Statement” and, together with Commission does not permit all of the Exchange Offer Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a “Registration Statement”Form S-3; in the event Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on an another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements 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. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the Securities Act relating to the offer and sale provisions of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities 1933 Act (hereinafteror requires the Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “Shelf Registrationby or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter”. The Investor shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have Investor’s counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) with the consent of the Investor’s counsel, not to be unreasonably withheld, agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that no Holder (other than the Company shall not agree to name the Investor as an Initial Purchaser) shall be entitled to have the Securities held by it covered by “underwriter” in such Shelf Registration Statement unless without the prior written consent of the Investor (collectively, the “SEC Restrictions”). No liquidated damages shall accrue on or as to any Cut Back Shares until such Holder agrees time as the Company is able, using commercially reasonable efforts, to effect the filing of an additional Registration Statement with respect to the Cut Back Shares in writing to be bound by accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Agreement Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such Holderpurposes, references to the Filing Date shall be deemed to be the Restriction Termination Date. (b) The Company shall use commercially reasonable its best efforts to cause each Registration Statement filed hereunder to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit under the prospectus included therein to be lawfully delivered by Securities Act until the Holders earlier of (i) the fifth anniversary of the relevant Securities for a period of one year Effective Date, (or for such longer period if extended pursuant to Section 3(jii) below) from the Issue Date or such shorter period that will terminate date when all the Registrable Securities covered by the Shelf such Registration Statement (i) have been sold pursuant thereto publicly, or (iiiii) may be freely sold the date on which the Registrable Securities are eligible for sale without volume restrictions by nonlimitation within a three-affiliates month period pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in thereto (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Effectiveness Period”). The Company shall notify the Investor in writing promptly (and in any event within one Business Day) after receiving notification from the Commission that the Registration Statement has been declared effective. (c) Notwithstanding As promptly as possible, and in any other provisions of this Agreement to event no later than the contraryPost-Effective Amendment Filing Deadline, the Company shall prepare and file with the Commission a Post-Effective Amendment. The Company shall use its best efforts to cause the Shelf Post-Effective Amendment to be declared effective by the Commission as promptly as possible after the filing thereof. The Company shall notify the Investor in writing promptly (and in any event within one Business Day) after receiving notification from the Commission that the Post-Effective Amendment has been declared effective. (d) If the Company issues to the Investor any Common Stock pursuant to the Transaction Documents that is not included in the initial Registration Statement, then the Company shall file an additional Registration Statement covering such number of shares of Common Stock on or prior to the Filing Date and shall use it best efforts, but in no event later than the related prospectus and Required Effectiveness Date, to cause such additional Registration Statement to be declared effective by the Commission. (e) The Registration Statement shall not include any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with securities other than the applicable requirements Registrable Securities without the prior written consent of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleadingInvestor.

Shelf Registration. If (ia) At any time after the first anniversary of the Initial Public Offering, if the Company determines that it is not permitted eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders (referred to herein as the “Shelf Requesting Shareholder”) may request the Company to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law registration of some or applicable interpretations thereof by the staff all of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that Registrable Securities held by such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) Shelf Requesting Shareholder under a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and pursuant to Rule 415 under the Securities Act (hereinafter, the or any successor or similar rule) (a “Shelf Registration”); providedprovided that, however, that no Holder the Company shall not be obligated to effect a Shelf Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Shelf Registration equals or exceeds $5,000,000 (net of discounts and commissions). A Shareholder or group of Shareholders whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for an amendment to such Shelf Registration (other than an Initial Purchaserautomatically effective amendment) shall be entitled may demand that the Company to have the Securities held by it covered by effectuate a Public Offering from such Shelf Registration Statement unless such Holder agrees in writing (an “Underwritten Takedown”), provided that the Company shall only be required to be bound by all the effectuate two Underwritten Takedowns within any twelve-month period. The provisions of this Agreement applicable Section 2.01 shall apply mutatis mutandis to each Underwritten Takedown, with references to “filing of the registration statement” or “effective date” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering; provided that Registering Shareholders shall only include Shareholders whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for an amendment to such HolderShelf Registration (other than an automatically effective amendment). So long as the Shelf Registration is effective, no Shareholder may request any Demand Registration pursuant to Section 2.01 with respect to Registrable Shares that are registered on such Shelf Registration but instead shall have the right to request an Underwritten Takedown as set forth above. (b) The If the Company shall use commercially reasonable efforts receive a request from a Shelf Requesting Shareholder that the Company effect a Shelf Registration, then the Company shall as promptly as practicable following the date of receipt by the Company of such request give notice of such requested registration and at least ten (10) Business Days prior to keep the anticipated filing date of the registration statement relating to such Shelf Registration Statement continuously effective to the other Shareholders and thereupon shall (i) as soon as practicable, and in order to permit any event within forty five (45) days after the prospectus included therein to be lawfully delivered by date the Holders of the relevant Securities request for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered Shelf Registration is given by the Shelf Registration Statement (i) have been sold pursuant thereto Requesting Shareholder, file a registration statement on Form F-3 or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 S-3, as applicable, under the Securities Act, or and (ii) use its reasonable best efforts to effect, as expeditiously as possible, and in any successor rule thereofevent within one hundred (120) days after the date the request for a Shelf Registration is given by the Shelf Requesting Shareholder, or otherwise transferred in the effectiveness of a manner that results in (A) the Securities not being subject to transfer restrictions registration statement under the Securities Act and Act, in each case covering: (Bi) all Registrable Securities for which the absence of a need for a restrictive legend regarding Shelf Requesting Shareholder has requested registration and the under this Section 2.03, and (ii) all other Registrable Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) same class as those requested to be registered by the Shelf Requesting Shareholder that any other Shareholders (all such period being called Shareholders, together with the Shelf Requesting Shareholder, the “Shelf Registration PeriodRegistering Shareholders”)) have requested the Company to register by request received by the Company within five (5) Business Days after such Shareholders receive the Company’s notice of the Shelf Registration, all to the extent necessary to permit the registration of the Registrable Securities so to be registered on such Shelf Registration. (c) Notwithstanding At any other provisions of this Agreement time prior to the contraryeffective date of the registration statement relating to such Shelf Registration, the Shelf Requesting Shareholder may revoke such request, without liability, by providing a notice to the Company revoking such request. (d) The Company shall be liable for and pay all Registration Expenses in connection with any Shelf Registration. (e) The Company may postpone effecting a registration or an Underwritten Takedown pursuant to this Section 2.03 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate in any period of twelve consecutive months (which period may not be extended or renewed), if the Company furnishes to Requesting Shareholder a certificate signed by the Company’s chief executive officer stating that (i) effecting the registration would materially and adversely interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company or (ii) effecting the registration would require the premature disclosure of material information that the Company has a bona fide business purpose to preserve as confidential. In addition, the Company shall cause not be obligated to effect, or to take any action to effect, any registration or any Underwritten Takedown pursuant to Section 2.03 during the Shelf Registration Statement and period that is thirty (30) days before the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements Company’s good faith estimate of the Securities Act date of filing of, and ending on a date that is ninety (90) days after the rules and regulations of the Commission and effective date of, a Company-initiated registration (ii) not to contain other than a registration on Form S-8 or any untrue statement of a material fact successor or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the prospectus in light of the circumstances under which they were madesimilar forms), not misleadingprovided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Shelf Registration. If (ia) the Company determines that it is not permitted to effect a Registered Exchange OfferAs promptly as reasonably possible, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated and in any event on or prior to the 360th day after the Issue Filing Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause SEC a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be declared effective (unless it becomes effective automatically upon filing) made on a registration statement (continuous basis pursuant to Rule 415. If for any reason the “Shelf Registration Statement” and, together with SEC does not permit all of the Exchange Offer Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the SEC a “separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as promptly as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the SEC shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form F-3 and shall contain (except if otherwise directed by the Investor) the “Plan of Distribution”, substantially as attached hereto as Exhibit F. In the event Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on an another appropriate form under in accordance herewith as the Investor may consent and (ii) attempt to register the Registrable Securities Act relating to on Form F-3 as soon as such form is available, provided that the offer and sale Company shall maintain the effectiveness of the Transfer Restricted Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities (as defined in Section 6 hereof) has been declared effective by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderSEC. (b) The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit under the prospectus included therein to be lawfully delivered by 1933 Act until the Holders earlier of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto the fourth anniversary of the Effective Date or (ii) may be freely such time as all Registrable Securities covered by such Registration Statement have been sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in publicly (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Effectiveness Period”). (c) Notwithstanding The Company shall notify the Investor in writing as promptly as reasonably possible (and in any other provisions of this Agreement event within one Business Day) after receiving notification from the SEC that the Registration Statement has been declared effective. (d) The Company shall not, prior to the contraryEffective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities. (e) If the Company issues to the Investor any Common Shares pursuant to the Transaction Documents that are not included in the initial Registration Statement, then the Company shall cause the Shelf file an additional Registration Statement covering such number of Common Shares on or prior to the Filing Date and shall use commercially reasonable efforts to cause such additional Registration Statement to become effective by the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with SEC by the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleadingRequired Effectiveness Date.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, So long as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that Registrable Shares are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offeroutstanding, the Company shall take the following actions: (a) The Company shall, at its costas soon as practicable but in any event by the Filing Deadline, prepare and file with the Securities and Exchange Commission (the “Commission”), and thereafter use commercially its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a as soon as practicable but in any event no later than the Effectiveness Deadline, an initial registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) Registrable Shares by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); . Such Shelf Registration Statement shall include the plan of distribution attached hereto as Exhibit A, as may be modified in response to any comments received from the Commission. Other than the offer and sale of shares of Common Stock issued in the Subsequent Financing, without the prior written consent of the Holders of a majority of the number of Registrable Shares, no Shelf Registration Statement relating to the offer and sale of Registrable Shares shall register any other transaction in any other securities of the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Shares on the initial Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (a “Rule 415 Limitation”), the initial Shelf Registration Statement shall register the resale of a number of shares of Common Stock which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1(a), the Company shall continue to its use reasonable best efforts to register all remaining Registrable Shares as set forth in this Section 1. In such event, the number of shares of Common Stock to be registered for each Holder in the initial Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that no that, prior to reducing the number of shares of Common Stock to be registered for any Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by in such Shelf Registration Statement unless such Holder agrees in writing Statement, the Company shall first remove any shares of Common Stock to be bound registered for any Person other than a Holder that was proposed to be included in such Shelf Registration Statement. The Company shall continue to use its reasonable best efforts to register all remaining Registrable Shares as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission, but in no event will the Company file a subsequent Shelf Registration Statement with respect to the registration of the resale of Registrable Shares held by the Holders earlier than 180 calendar days following the effective date of the initial Shelf Registration Statement. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Shelf Registration Statement with respect to any or all the provisions Registrable Shares which were not included in the initial Shelf Registration Statement (a “Subsequent Shelf Limitation”), the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement applicable and shall not be deemed a failure by the Company to such Holderuse “reasonable efforts,” “reasonable best efforts” or “best efforts” as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement (including pursuant to Section 1(d)). Unless otherwise specifically stated herein, the term “Shelf Registration Statement” shall refer individually to the initial Shelf Registration Statement and to each subsequent Shelf Registration Statement, if any. (b) The Company shall use commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period Registrable Shares included therein, until the earlier of one year (or for such longer period if extended pursuant the date on which all Registrable Shares cease to Section 3(j) below) from be Registrable Shares and the Issue Date or such shorter period that will terminate when all second anniversary of the Securities covered by date the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) is declared effective (such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes, or fails to take, any action that would directly result in Holders of Registrable Shares covered thereby not being able to offer and sell such Registrable Shares during such period, unless such action is required by applicable law or except as provided in Section 3(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) the Shelf Registration Statement and (as of the related prospectus and effective date of Shelf Registration Statement), any amendment thereof (as of the effective date thereof) or supplement thereto, thereto (as of its respective effective date), (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (iiB) 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 not misleading, and (ii) any related prospectus, preliminary prospectus or Free Writing Prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with the case applicable requirements of the prospectus Securities Act and the rules and regulations of the Commission and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made), not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein. (d) If (i) the initial Shelf Registration Statement is not filed by the Filing Deadline or (ii) the Company suspends (other than as permitted pursuant to Section 3(h)(iv) or as required to satisfy a request under Section 3(a)) or terminates the Shelf Registration Statement prior to the second anniversary of the effective date of Shelf Registration Statement, and such suspension or termination, alone or when taken together with all other suspensions during the preceding 12-month period, if any, exceeds 60 days (the “Permissible Deferral Period”), then in each such case the Company will make pro rata payments to each Holder that continues to hold Registrable Common Shares, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate purchase price paid by such Holder to acquire the Registrable Common Shares then held by such Holder for each 30-calendar day period (or pro rata portion thereof) following (A) the Filing Deadline through and until the Company shall have filed the initial Shelf Registration Statement with the Commission or (B) any Permissible Deferral Period during which the Shelf Registration Statement is unavailable (for the purposes of this paragraph, each such period shall be referred to as a “Blackout Period” for the Shelf Registration Statement); provided, however, that in no event shall the aggregate liquidated damages payable by the Company to any Holder as a result of any suspension or termination described in clause (d)(ii) exceed 10% of the aggregate purchase price paid by such Holder for all Common Stock acquired by such Holder pursuant to the Purchase Agreement. The amounts payable as liquidated damages pursuant to this paragraph shall be paid in lawful money of the United States within three (3) Business Days of the last day of each 30-calendar day period following the commencement of a Blackout Period until the termination of such Blackout Period. (e) The Company shall use its best efforts to qualify the Registrable Shares included in the Shelf Registration Statement for listing on a national securities exchange or comparable trading system within 12 months of the date the Shelf Registration Statement is declared effective.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, shall prepare and file with the Commission Commission, and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (as soon as practicable after the “Shelf Registration Statement” andfiling thereof, together with the Exchange Offer Registration Statementbut in no event later than August 13, 2018, a “Registration Statement”) on an appropriate form Statement under the Securities Act relating to the offer and sale of all the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof (the “Shelf Registration Statement”) from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act Act. Promptly following the effective date of the Shelf Registration Statement (hereinafterthe “Effective Date”), the Company shall notify the Holders of the effectiveness thereof. (b) Notwithstanding anything in Section 2.01(a), if for any reason the Commission does not permit the Company to include any or all of the Registrable Securities in the initial Shelf Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Registrable Securities by the Holders (a “Shelf RegistrationRule 415 Limitation”), or the Commission informs the Company that any of the Selling Holders would be deemed to be statutory underwriters, the Company shall notify the Holders thereof and use commercially reasonable efforts to promptly file amendments to the initial Shelf Registration Statement as required by the Commission and/or withdraw the initial Shelf Registration Statement and file a new registration statement on Form S-3 or such other form available for registration of the Registrable Securities as a secondary offering, in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission and avoid the Selling Holders being deemed to be statutory underwriters; provided, however, that no Holder (other than an Initial Purchaser) prior to such amendment or subsequent Shelf Registration Statement, the Company shall be entitled obligated to have use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities and against the Selling Holders’ being deemed statutory underwriters in accordance with Commission guidance, including without limitation, the Compliance and Disclosure Interpretation “Securities Act Rules” No. 612.09, and the Securities held Act. In the event the Company amends the initial Shelf Registration Statement by it covered means of a post-effective amendment or files a subsequent Shelf Registration Statement, as the case may be, the Company will use commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission, Commission guidance or the Securities Act, one or more additional Shelf Registration Statements covering those Registrable Securities not included in the initial Shelf Registration Statement as amended or any subsequent Shelf Registration Statement previously filed. The number of Registrable Securities that may be included in each such Shelf Registration Statement unless shall be allocated among the Holders thereof in proportion (as nearly as practicable) to the aggregate principal amount or number of Registrable Securities, as applicable, owned by each Holder or in such other proportion as is necessary to avoid the Selling Holders being deemed to be statutory underwriters. If the Commission requires the Company to name any Holder as a statutory underwriter and such Holder agrees in writing does not consent thereto, then such Holder’s Registrable Securities shall not be included on the Shelf Registration Statement and the Company shall have no further obligations under this Section 2.01 or Section 2.02 with respect to be bound the Registrable Securities held by all the provisions of this Agreement applicable to such Holder. (bc) The Shelf Registration Statement shall be on Form S-3 (or any equivalent or successor form) under the Securities Act or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statements as is then available to effect a registration for resale of the Registrable Securities; provided, however, that if the Company has filed the Shelf Registration Statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company shall (i) file a post-effective amendment to the Shelf Registration Statement converting such Registration Statement on Form S-1 to a Registration Statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the Shelf Registration Statement on Form S-1 and file a subsequent Shelf Registration Statement on Form S-3 or any equivalent or successor form or forms. (d) Unless otherwise specifically stated herein, the term “Shelf Registration Statement” shall refer individually to the initial Shelf Registration Statement and to each subsequent Shelf Registration Statement, if any, filed pursuant to Section 2.01(b) or Section 2.01(c). (e) Subject to Section 2.03, the Company shall use commercially reasonable efforts to keep cause the Shelf Registration Statement continuously effective in order to permit the prospectus included therein remain effective, and to be lawfully delivered supplemented and amended to the extent necessary to ensure that the Shelf Registration Statement is available for the resale of all the Registrable Securities by the Holders until all of the relevant Registrable Securities for a period of one year have ceased to be Registrable Securities. (or for such longer period if extended pursuant to Section 3(jf) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by When effective, the Shelf Registration Statement (iincluding the documents incorporated therein by reference) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant will comply as to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply form in all material respects with the all applicable requirements of the Securities Act and the rules Exchange Act and regulations of the Commission and (ii) will not to contain any an 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 not misleading (in the case of any prospectus contained in the prospectus Shelf Registration Statement, in the light of the circumstances under which they were such statements are made); provided, not misleadinghowever, the Company shall have no such obligations or liabilities with respect to any information pertaining to any Holder furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shallTrust and the Guarantor shall as promptly as practicable prepare and, at its costnot later than August 15, prepare and 1997, shall file with the Commission and thereafter shall each use commercially reasonable its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) under the Act as soon as practicable, but in no event later than December 15, 1997, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees is in writing to be bound by all the provisions of this Agreement applicable to such Holdercompliance with Section 3(m) hereof. (b) The Company Trust and the Guarantor shall each use commercially reasonable its best efforts (i) to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders for so long as shall be required by Rule 144(k) under the Holders of Securities Act or any successor rule or regulation thereto after the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from date the Issue Date Shelf Registration Statement is declared effective or such shorter period that will terminate upon the earlier of the following: (A) when all the Preferred Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities ActShelf Registration Statement, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) when all Debentures issued to Holders in respect of Preferred Securities that had not been sold pursuant to the absence Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (C) when all shares of a need for a restrictive legend regarding registration Common Stock issued upon conversion of any such Preferred Securities or any such Debentures that had not been sold pursuant to the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (D) when, in the written opinion of counsel to the Trust and the Guarantor, all outstanding Securities may be sold without registration under the Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (in any such case, such period being called the “"Shelf Registration Period”). ") and (cii) Notwithstanding after the effectiveness of the Shelf Registration Statement, promptly upon the request of any other provisions Holder to take any action reasonably necessary to register the sale of this Agreement any Securities of such Holder and to identify such Holder as a selling securityholder. The Trust and the contrary, the Company Guarantor shall cause be deemed not to have used their best efforts to keep the Shelf Registration Statement effective during the requisite period if either the Trust or the Guarantor voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and the related prospectus and sell any amendment or supplement theretosuch Securities during that period, as of its respective effective date, unless (i) to comply in all material respects with the such action is required by applicable requirements of the Securities Act and the rules and regulations of the Commission and law or (ii) not to contain upon the occurrence of any untrue statement event contemplated by paragraph 3(c)(2)(iii) below, such action is taken by the Trust or the Guarantor in good faith and for valid business reasons and the Trust and the Guarantor thereafter promptly comply with the requirements 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 case of the prospectus in light of the circumstances under which they were made), not misleadingparagraph 3(i) below.

Shelf Registration. If If, (i) the Company determines that it MTGA is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under hereof because the Registered Exchange Offer is not permitted by applicable law or applicable interpretations thereof by the staff of the CommissionCommission policy, (ii) the Registered Exchange Offer is not consummated on or prior to by the 360th day after the Issue DateConsummation Deadline, or (iii) after filing the Exchange Offer Registration Statement with the Commission, MTGA receives a written request from any Initial Purchaser notifies representing that it holds Initial Notes that are prohibited by applicable law or Commission policy from participating in the Issuer Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in writing following the consummation of the Registered Exchange Offer as a result of applicable law or Commission policy or, in the case of any Holder (other than an Exchanging Dealer) that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities participates in the Registered Exchange Offer, such Holder does not receive freely tradable Exchange Notes on the Company date of the exchange, MTGA shall take the following actions: (a) The Company MTGA shall, at its cost, prepare and as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 2) use commercially reasonable efforts to file with the Commission and thereafter shall use commercially reasonable efforts to cause to be declared effective on or prior to 150 days after such filing obligation arises (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 MTGA shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Securities, for a period of one year two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates have been distributed to the public pursuant to Rule 144 under the Securities Act, or . MTGA shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any successor rule thereof, or otherwise transferred action that would result in a manner that results in (A) the Holders of Securities covered thereby not being subject able to transfer restrictions under the offer and sell such Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose during that the Holders thereof are not affiliates of the Company) (period, unless such period being called the “Shelf Registration Period”)action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company MTGA shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus therein, in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) the Company determines that it is not (A) required to file the Exchange Offer Registration Statement or (B) permitted to effect a Registered consummate the Exchange Offer, as Offer contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by 2.1 hereof because the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on permitted by applicable law or SEC policy, or (ii) any Holder of Transfer Restricted Securities notifies the Company prior to the 360th 20th business day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or SEC policy from participating in the Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Initial Purchaser holds resales or (C) it is a broker-dealer and owns Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in acquired directly from the Registered Exchange OfferCompany or an Affiliate of the Company’s, the Company shall take the following actionswill: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use all commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) filed with the SEC, within 60 days after such filing obligation arises, file with the SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating Statement to the offer and sale cover resales of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof of such Transfer Restricted Securities from time to time in accordance with who satisfy the methods of distribution conditions set forth in Section 3(v) hereof relating to the provision of information in connection with the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (b) The Company shall use all commercially reasonable efforts to cause the Shelf Registration to be declared effective by the SEC no later than 180 days after such obligation arises (unless the Shelf Registration Statement (including documents incorporated by reference) is reviewed by the SEC, in which case within 270 days of the Closing Date). (c) use all commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (two years from the date the Shelf Registration Statement is declared effective by the SEC, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or (ii) may cease to be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, outstanding or otherwise transferred in a manner that results in to be Transfer Restricted Securities (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (cd) Notwithstanding any other provisions of this Agreement hereof, use all commercially reasonable efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any 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 (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the prospectus statements, in light of the circumstances under which they were made), not misleading. The Company shall not permit any securities other than Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law hereof or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after within 225 days of the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation each of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities matters described in the Registered Exchange Offerclauses (i) and (ii), the Company shall take the following actions:a “Shelf Registration Triggering Event”): (a) The Company shall, at its cost, prepare and as promptly as practicable after, but in no event later than 60 days after, a Shelf Triggering Event (a “Filing Deadline”) file with the Commission and thereafter shall use commercially its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) no later than 120 days after such Shelf Triggering Event (such 120 day, an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Securities, for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus therein, in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (ia) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on On or prior to the 360th day after the Issue Filing Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause a Registration Statement covering the resale of 100% of the Registrable Securities for an offering to be declared effective (unless it becomes effective automatically upon filing) made on a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating continuous basis pursuant to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)415; provided, however, that no Holder if the SEC takes the position that the offering of some or all of the Registrable Securities is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415, the Company shall amend the Registration Statement prior to its effectiveness to remove from the Registration Statement such portion of the Registrable Securities (other than an Initial Purchaserthe “Cut-back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Any cut-back (“Cut-back”) of the Registrable Securities pursuant to this Section 2(a) shall be subject to the priority of registration for the Registrable Securities covered by that certain Registration Rights Agreement dated July 11, 2008, as amended (the “Priority Shares”), and any cut-backs shall be allocated to the Holders of Registrable Securities on a pro rata basis, unless the SEC Restrictions require otherwise. In the event there are holders of securities, other than the Registrable Securities and the Priority Shares, who are entitled to have registration rights (“Other Shares”), the securities that are entitled to be included in the registration shall first be allocated to the holders of Priority Shares, next to the Holders of Registrable Securities and thereafter to the holders of Other Shares, subject to such allocation priorities as set forth in the registration rights agreements for such Other Shares. Such Registration Statement shall contain the “Plan of Distribution” section substantially in the form attached hereto as Annex A, with such changes as are reasonably required to respond to the actual plan of distribution or any comments to such section by the Commission and to comply with then applicable securities laws. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities held by it covered by Act as promptly as possible after the filing thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement unless such Holder agrees in writing continuously effective under the Securities Act until the earlier of (A) the date that is two years after the date on which all the Shares are issued to the Holders, (B) the date on which there ceases to be bound by outstanding any Registrable Securities, and (C) the date on which the Company receives an opinion from its legal counsel to the effect that all Registrable Securities can be freely traded without the provisions continued effectiveness of this Agreement applicable to such Holdera Registration Statement (the “Effectiveness Period”). (b) The parties hereto agree that the Company shall will not be required to use commercially reasonable efforts to keep the Shelf a Registration Statement continuously effective for any registration in order to permit the prospectus included therein to be lawfully delivered by the Holders which securities of the relevant Securities Company are sold to an underwriter for a period of one year (or for such longer period if extended pursuant reoffering to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Actpublic, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply will in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact no event be required to be stated therein cooperate with or necessary in order to make the statements therein (in the case of the prospectus in light of the circumstances under which they were made), not misleadingpay for any such underwritten offering.

Shelf Registration. If (i) If the Company determines that it is Issuers are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to effect a consummate the Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) Offer because the Registered Exchange Offer is not consummated on permitted by applicable law or Commission policy or (ii) any holder of Registrable Securities notifies the Company prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing 20th Business Day following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the New Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a broker-dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, the Issuers shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below. (ab) The Company shallIf obligated to file the Shelf Registration Statement, at its costas applicable, prepare and the Issuers shall use all commercially reasonable efforts to file the Shelf Registration Statement with the Commission on or prior to 30 days after such obligation arises and thereafter shall use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (by the “Commission on or prior to 90 days after such obligation arises; such Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating Statement shall relate to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined in Section 6 hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bi) The Company Issuers shall use commercially reasonable their best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) belowthe “Shelf Registration Period”) from the Issue Date date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or such shorter period that will terminate when (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement. The Issuers shall be deemed not to have used their best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if any of them voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Issuers in good faith and for valid business reasons (not including avoidance of such Issuer’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof. (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company The Issuers shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act; and (iiB) 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 the case of the prospectus Prospectus, in the light of the circumstances under which they were made), not misleading.

Shelf Registration. If (ia) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on On or prior to the 360th day after the Issue each Filing Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (unless 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) and thereafter shall contain (unless otherwise directed by the Holders and except to the extent the Company determines that modifications thereto are required under applicable law) substantially the "Plan of Distribution" attached hereto as ANNEX A. Subject to the terms of this Agreement, the Company shall use commercially reasonable its best efforts to cause the Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating as promptly as possible after the filing thereof, but in any event prior to the offer applicable Effectiveness Date, and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time shall use its best efforts to time in accordance with the methods of distribution set forth in the Shelf keep such Registration Statement and Rule 415 continuously effective under the Securities Act (hereinafter, until the “Shelf Registration”); provided, however, date which is two years after the date that no Holder (other than an Initial Purchaser) shall be entitled to have such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing have been sold or may be sold without volume restrictions pursuant to be bound Rule 144(k) as determined by all the provisions of this Agreement applicable counsel to the Company pursuant to a written opinion letter to such Holdereffect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "EFFECTIVENESS PERIOD"). (b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have been sold pursuant thereto satisfied clause (i)), or (ii) may be freely sold without volume restrictions by non-affiliates pursuant the Company fails to file with the Commission a request for acceleration in accordance with Rule 144 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or any successor rule thereofin writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise transferred respond in writing to comments made by the Commission in respect of such Registration Statement within 15 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a manner that results Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 5 consecutive Trading Days or in any individual case an aggregate of 15 Trading Days during any 12 month period (Awhich need not be consecutive Trading Days) (any such failure or breach being referred to as an "EVENT", and for purposes of clause (i) or (iv) the Securities not being subject to transfer restrictions under the Securities Act and date on which such Event occurs, or for purposes of clause (Bii) the absence date on which such five Trading Day period is exceeded, or for purposes of a need clause (iii) the date which such 15 Trading Day period is exceeded, or for a restrictive legend regarding registration purposes of clause (v) the date on which such 5 or 15 Trading Day period, as applicable, is exceeded being referred to as "EVENT DATE"), then, on each such Event Date and every monthly anniversary thereof until the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contraryapplicable Event is cured, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement theretopay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% per month of its respective effective date, (i) the Subscription Amount paid by such Holder pursuant to comply in all material respects with the applicable requirements of the Purchase Agreement for Securities Act and the rules and regulations of the Commission then held by such Holder, and (ii) not if the Warrants are "in the money" and then held by the Holder, the value of any outstanding Warrants (valued at the difference between the average VWAP during the applicable month and the Exercise Price multiplied by the number of shares of Common Stock the Warrants are exercisable into). If the Company fails to contain pay any untrue statement liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a material fact or omit month prior to state a material fact required to the cure of an Event and shall be stated therein or necessary in order to make the statements therein (in the case lieu of any and all of the prospectus in light penalties or liquidated damages that might otherwise arise by reason of such Event unless such Event constitutes an Event of Default under the circumstances under which they were made), not misleadingDebentures.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange OfferIf, as contemplated by Section 1 hereofbecause of any changes in law, under applicable law SEC rules or regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Registered Exchange Offer is not consummated on or prior to the 360th day within 270 days after the Issue Dateoriginal issue of the Registrable Securities, or (iii) upon the reasonable request of any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are Purchasers or (iv) if a Holder (other than an Initial Purchaser) is not eligible permitted to be exchanged for Exchange Securities participate in the Registered Exchange Offer, then in case of each of clauses (i) through (iv) the Company shall take the following actions: (a) The Company shall, at its cost: (a) As promptly as practicable, prepare and file with the Commission SEC, and thereafter shall use commercially its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 360 days after the original issue of the Registrable Securities, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (b) The Company shall use commercially Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (two years from the date the Shelf Registration Statement is declared effective by the SEC, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and or cease to be outstanding or otherwise to be Registrable Securities (the related prospectus and any amendment or supplement thereto“Effectiveness Period”); provided, as however, that the Effectiveness Period in respect of its respective effective date, (i) the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply in all material respects with the applicable prospectus delivery requirements of Rule 174 under the Securities 1933 Act and the rules and regulations of the Commission and (ii) as otherwise provided herein. The Company shall not to contain permit any untrue statement of a material fact or omit to state a material fact required securities other than Registrable Securities to be stated therein or necessary in order to make the statements therein (included in the case Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the prospectus in light of the circumstances under which they were made), not misleadingSEC.

Shelf Registration. If (ia) No later than the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Required Filing Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof to the public, from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act time, on a delayed or continuous basis (hereinafter, the “Shelf Registration”but not involving any underwriting); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless shall only cover Registrable Securities of Holders who (1) beneficially (within the meaning of Rule 13d-3 under the Exchange Act) own 10% or more of the Common Stock or Preferred Stock of the Company or (2) provide to the Company a written statement indicating that such Holder agrees in writing is deemed, or might reasonably be considered to be, an "underwriter" under Section 1145(b)(1) of the Bankruptcy Code. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be bound declared effective by all the provisions of this Agreement applicable to such HolderCommission as soon as practicable thereafter. (b) The Company shall agrees to use commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective and not to suspend use of the prospectus included therein in order to permit the prospectus included therein to be lawfully delivered usable by the Holders until the earlier of : (1) the date all Holders call sell shares free of any volume limitations imposed by Rule 144 of the relevant Securities for a period Act; (2) the date all Holders have disposed of one year all Registrable Securities; or (or for such longer period if extended pursuant to Section 3(j3) below) three years from the Issue Date or date on which such shorter period Shelf Registration Statement was declared effective; provided, that will terminate when all the Securities covered by Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement (i) have been sold pursuant thereto effective during the requisite period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law, and provided, further, that the foregoing shall not apply to actions if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that the filing of such Shelf Registration Statement or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Actmaintenance of effectiveness of such Shelf Registration Statement or prospectus included therein would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or any successor rule would require premature disclosure thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming Company promptly gives the Participating Holders written notice of such determination, containing a general statement of the reasons for such postponement or suspension and an approximation of the purpose anticipated delay; provided, however, that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement failure to the contrary, the Company shall cause keep the Shelf Registration Statement effective and the related prospectus usable for offers and any amendment or supplement thereto, as sales of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Registrable Securities Act and the rules and regulations of the Commission 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 (for such reasons shall last no longer than 120 days in the case of the prospectus aggregate in light of the circumstances under which they were made), not misleadingany 12-month period.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its coston or prior to 90 calendar days after the first Time of Delivery (as defined in the Purchase Agreement), prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (and, thereafter, shall use its reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Act on or prior to 180 calendar days after the First Time of Delivery; PROVIDED, HOWEVER, that no holder shall be entitled to be named as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus forming a part thereof for resales of Registrable Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such holder is an Electing Holder. (b) The Company shall use commercially its reasonable efforts to efforts: (i) To keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders holders for resales of the relevant Registrable Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) two years from the Issue Date Effective Time of the Shelf Registration Statement, or such shorter period that will terminate when all there are no Registrable Securities outstanding (such period being referred to herein as the "Effectiveness Period"); (ii) After the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities covered by that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; PROVIDED, HOWEVER, that nothing in this subparagraph shall relieve such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof; and (iii) If at any time the Securities, pursuant to Article Eleven of the Indenture, are convertible into securities other than Common Stock, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be included in the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under no later than the date on which the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (may then be convertible into such period being called the “Shelf Registration Period”)securities. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (ia) the Company determines that it is not permitted Subject to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff 2(e) of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offerthis Agreement, the Company shall take the following actions: (a) The Company shall, at its costno later than six months of the Closing Date, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together Statement or designate an existing Shelf Registration Statement filed with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Commission relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 and, thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared or otherwise become effective under the Securities Act (hereinafter, no later than six months of the “Shelf Registration”)Closing Date; provided, however, that the Company may, upon written notice to all Holders, postpone having the Shelf Registration Statement become effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole, if a pending transaction that would be material to the Company and its subsidiaries, taken as a whole, could be materially adversely affected as a result, or if the Company is unable to file financial statements required to be included in a shelf registration statement as a result of a pending litigation; provided, further, however, that no Holder (other than an Initial Purchaser) shall be entitled to have be named as a selling securityholder in the Securities held by it covered by such Shelf Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such is an Electing Holder. (b) The Subject to Section 2(e) of this Agreement, the Company shall use commercially its reasonable efforts best efforts: (i) to keep the Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by Holders until the Holders earlier of (1) the date on which all of the relevant Securities for a period and the shares of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) Common Stock issued and issuable upon conversion thereof have been sold pursuant thereto or to the Shelf Registration Statement, (ii2) the date on which all of the outstanding Securities and shares of Common Stock issued and issuable upon conversion thereof and held by Holders who are not Affiliates of the Company may be freely sold without volume restrictions by non-affiliates transferred immediately pursuant to the second sentence of Rule 144 under the Securities Act144(b)(1)(i) (as such rule shall become effective on February 15, 2008) or any successor rule thereofthereto, or otherwise transferred in a manner that results in (A3) one year after the issue date of the Securities and (4) the date on which there are no outstanding Registrable Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called referred to herein as the “Shelf Registration Effectiveness Period”). (cii) Notwithstanding after the Effective Time of the Shelf Registration Statement, promptly upon the request of any other provisions Holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this Agreement subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the contraryCompany in accordance with Section 3(a)(ii) hereof; and (iii) if at any time the Securities, pursuant to Article 4.2 of the Company shall Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Indenture to cause, such securities to be included in the Shelf Registration Statement no later than the date on which the Securities may then be convertible into such securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (A) required by applicable law and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects Company thereafter promptly complies with the applicable requirements of paragraph 3(j) below or (B) permitted pursuant to Section 2(c) below. (c) The Company may suspend the Securities Act and use of the rules and regulations Prospectus for a period not to exceed 30 days in any 90-day period or an aggregate of 90 days in any 12-month period (each, a “Suspension Period”) if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments, public filings with the Commission and similar events, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension. (iid) not to contain any untrue statement The Company represents and agrees that, unless it obtains the prior consent of the Holders of a material fact majority of the Registrable Securities that are registered under the Shelf Registration Statement at such time or omit the consent of the Managing Underwriter in connection with any underwritten offering of Registrable Securities, it will not make any offer relating to state the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 (an “Issuer Free Writing Prospectus”), or that would otherwise constitute a material fact “free writing prospectus,” as defined in Rule 405, required to be stated therein or necessary in order to make filed with the statements therein (in Commission. Each Holder represents and agrees that, unless it obtains the case prior consent of the prospectus Company and any such Managing Underwriter, it will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in light of the circumstances under which they were made)Rule 405, not misleading.required to be filed with the

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies so requests with respect to the Issuer in writing following Initial Securities (or the consummation of the Registered Private Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iii) any Holder (other than a Participating Broker-Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than a Participating Broker-Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, then, upon written request, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter shall use commercially its reasonable best efforts to cause to be declared effective within 180 days after it is requested as provided above (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Securities, for a period of ending one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act144, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities do not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for bear a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are do not affiliates of the Company) (such period being called the “Shelf Registration Period”)bear a restrictive CUSIP number. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus therein, in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) 2.1 On or prior to the Filing Date, the Company determines shall prepare and use reasonable best efforts to file with the SEC the Registration Statement covering the resale of all of the Registrable Securities that it are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”). Subject to SEC comments, such Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Exhibit B, with such changes as the Company shall reasonably propose, subject to the consent of each Holder, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no Holder shall be required to be named as an “underwriter” within the meaning of the 1933 Act without such Holder’s express prior written consent, except that a Holder may be named as a “statutory underwriter” if such Holder is, or is not permitted to effect affiliated with, a Registered Exchange Offer, broker-dealer and states such fact in its Selling Stockholder Questionnaire (as contemplated by Section 1 hereof, under applicable law defined below) or applicable interpretations thereof by if the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior SEC requires such Holder to be so named. Subject to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation terms of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offerthis Agreement, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause the Registration Statement filed under this Agreement to be declared effective under the 1933 Act as promptly as reasonably practicable after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the 1933 Act between the Effectiveness Date and the date that all Registrable Securities covered by such Registration Statement (unless it becomes effective automatically upon filingi) have been sold thereunder or pursuant to Rule 144 or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a registration statement written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Shelf Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of the Registration Statement” and, together Statement within two calendar days of the Company’s telephonic confirmation of effectiveness with the Exchange Offer SEC. 2.2 If the Registration StatementStatement is not declared effective by the SEC by the applicable Effectiveness Date other than where there are delays related to the SEC issuing comments regarding whether any shareholder named in the Registration Statement should be identified as an underwriter (any such failure referred to as an “Event”), then in addition to any other rights the Holders may have hereunder or under applicable law, on the Effectiveness Date and on each monthly anniversary of the Effectiveness Date (if the applicable Event shall not have been cured by such date) until the Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a “penalty, equal to the product of 1.0% multiplied by the aggregate purchase price paid for the Shares multiplied by the proportion of (A) the Shares held by such Holder for which the Registration Statement”Statement had not been declared effective to (B) the total number of Shares purchased pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to the Holders under this Agreement shall be 8.0% of the aggregate purchase price paid for the Shares. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.2 in full within seven calendar days after the date payable, the Company will pay interest thereon at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an appropriate form Event. 2.3 If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in the Registration Statement is not eligible to be made on a delayed or continuous basis under the Securities Act relating provisions of Rule 415 or requires any Holder to be named as an “underwriter,” the offer Company shall use commercially reasonable efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary offering and sale not an offering “by or on behalf of the Transfer Restricted Securities (issuer” as defined in Section 6 hereof) by Rule 415 and that none of the Holders thereof from time to time in accordance is an “underwriter.” In the event that, despite the Company’s commercially reasonable efforts and compliance with the methods terms of distribution set forth in this Section 2.3, the Shelf SEC refuses to alter its position, the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act (hereinaftercollectively, the “Shelf RegistrationSEC Restrictions”); provided, however, that no the Company shall not agree to name any Holder (other than as an Initial Purchaser) “underwriter” in such Registration Statement without the prior written consent of such Holder; provided, further, that if any such Holder refuses to be named as an underwriter as required by the SEC Restrictions, such Holder’s Registrable Securities shall be entitled to have removed from the Securities held by it covered by such Shelf Registration Statement unless and such Holder agrees in writing Registrable Securities shall be deemed to be bound by all constitute Cut Back Shares and the provisions of this Agreement Section 2.3 shall apply to such Cut Back Shares. Any cut-back imposed on the Holders pursuant to this Section 2.3 shall be allocated among the Holders on a pro rata basis and shall be applied first to any of the Registrable Securities of such Holder as such Holder shall designate, unless the SEC Restrictions otherwise require or provide or the Holders otherwise agree. In furtherance of the foregoing, if requested by the Company, each Holder shall provide the Company with notice of its sale of substantially all of the Registrable Securities under such Registration Statement such that the Company will be able to file one or more additional Registration Statements covering the Cut Back Shares. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable to such Holder. Cut Back Shares (b) The Company shall such date, the “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use commercially reasonable efforts to keep the Shelf have such Registration Statement continuously declared effective in order within the time periods set forth herein and the liquidated damages provisions relating thereto) shall again be applicable to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period Cut Back Shares; provided, however, that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need Filing Date for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement theretoincluding such Cut Back Shares shall be 20 Trading Days after such Restriction Termination Date, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not the date by which the Effectiveness Date with respect to contain any untrue statement such Cut Back Shares shall be the 90th calendar day following the Restriction Termination Date (or in the event of a material fact or omit to state a material fact required to be stated therein or necessary in order to make substantive review by the statements therein (in SEC, the case of 135th calendar day following the prospectus in light of the circumstances under which they were madeRestriction Termination Date), not misleading.

Shelf Registration. If (i) applicable interpretations of the staff of the Commission do not permit the Company determines that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) any Holder either (A) is not eligible to participate in the Registered Exchange Offer or (B) participates in the Registered Exchange Offer and does not receive freely transferrable Exchange Securities in exchange for tendered Securities or (iii) for any other reason the Registered Exchange Offer is not consummated on or prior to the 360th day within 180 days after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take Date the following actionsprovisions shall apply: (a) The Company shall, at its cost, prepare and shall as promptly as practicable file with the Commission and thereafter shall use commercially reasonable its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than an the Initial Purchaser) shall be entitled to have the Securities or Exchange Securities held by it covered by such Shelf 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 commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) two years from the Issue Date or (subject to extension pursuant to this Section 2(b))or such shorter period that will terminate when all the Securities and Exchange Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Actin any such case, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “"Shelf Registration Period”"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities or Exchange Securities covered thereby not being able to offer and sell such Securities or Exchange Securities during that period, unless such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by the Company in good faith and for valid business reasons (not including avoidance of its obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company within 120 days thereafter complies with the requirements of Section 4(i) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(i) hereof or is advised in writing by the Company that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the number of days included in each such Suspension Period. (c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the will ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) not any Shelf Registration Statement and any amendment thereto (in either case, 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 "Holders' Information")) does not, when it becomes effective, contain any 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 (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (therein, in the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its coston or prior to 90 calendar days after the Closing Date (as defined in the Purchase Agreement), prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time and, thereafter, shall use its reasonable best efforts to time in accordance with the methods of distribution set forth in the cause such Shelf Registration Statement and Rule 415 to be declared effective under the Securities Act (hereinafter, on or prior to 180 calendar days after the “Shelf Registration”)Closing Date; provided, however, that no Holder (other than an Initial Purchaser) holder shall be entitled to have be named as a selling securityholder in the Securities held by it covered by such Shelf Registration Statement or to use the Prospectus for resales of Registrable Securities unless such holder is an Electing Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder(as defined herein). (b) The Company shall use commercially its reasonable efforts best efforts: (i) to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus to be lawfully delivered usable by holders for resales of Registrable Securities until the Holders earlier of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the date on which there are no outstanding Registrable Securities not being subject to transfer restrictions under the Securities Act and (B) the absence expiration of a need for a restrictive legend regarding registration and the holding period applicable to such Registrable Securities Act (assuming for the purpose held by persons that the Holders thereof are not affiliates of the CompanyCompany under Rule 144(k) of the Securities Act or any successor previously subject to specific permitted exceptions (such period being called referred to herein as the “"Effectiveness Period"); (ii) after the Effective Time, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Prospectus for resales of Registrable Securities, including without limitation any action necessary to identify such holder as a selling securityholder in the Shelf Registration Period”).Statement; provided, however, that nothing in this subparagraph shall relieve such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a) (ii) hereof; and (ciii) Notwithstanding if at any time the Securities are convertible into securities other provisions than Class A Common Stock pursuant to Article Ten of this Agreement to the contraryIndenture, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be included in the Shelf Registration Statement and no later than the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of date on which the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to may then be stated therein or necessary in order to make the statements therein (in the case of the prospectus in light of the circumstances under which they were made), not misleadingconvertible into such securities.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at subject to the limitations specified in this Agreement, use its cost, prepare and best efforts (i) to file with a shelf registration statement on Form S-3 or any other form available to the Commission and thereafter use commercially reasonable efforts to cause Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be declared effective (unless it becomes effective automatically upon filing) offered or sold on a registration statement delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the “"Shelf Registration Statement” and, together with "); and (ii) to maintain the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale effectiveness of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and Rule 415 under shall be reasonably acceptable to the Securities Act (hereinafterCompany. In such event, the “Shelf Registration”right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the number of shares of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by included in such underwriting shall not be reduced unless all the provisions of this Agreement applicable to such Holder. Other Securities (b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) as defined below) are first entirely excluded from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”)underwriting. (c) Notwithstanding any other provisions of this Agreement the foregoing, if the Company shall furnish to the contraryHolders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall cause not, during the Shelf Registration Statement period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the related prospectus and Company shall give any amendment notice of withdrawal or supplement theretopostponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its respective best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective date, registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) to comply in all material respects which are held by persons who, by virtue of agreements with the applicable requirements of the Securities Act and the rules and regulations of the Commission and Company, are entitled to include their securities in any such registration, (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 the case which are held by officers and directors of the prospectus in light Company, or (iii) which are being offered for the account of the circumstances under which they were madeCompany (collectively, the securities referred to in clauses (i), not misleading(ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. If (i) the Company determines that it is Issuers are not required to file the Exchange Offer Registration Statement, as contemplated by Section 1 hereof, (ii) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Issuers are not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (iiiii) the Registered Exchange Offer is not consummated on or prior to by the 360th 250th day after the Issue Date, or (iiiiv) any Initial Purchaser Holder notifies the Issuer in writing Issuers prior to the 20th business day following the consummation of the Registered Exchange Offer that that: (a) such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities Holder is prohibited by law or policy of the Commission from participating in the Registered Exchange Offer, (b) such Holder may not resell the Company Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (c) such Holder is a broker-dealer and owns Securities acquired directly from the Issuers or an affiliate of the Issuers, the Issuers shall take the following actions: (a) The Company shallIssuers shall use all commercially reasonable efforts, at its their cost, prepare and on or prior to 30 days after so required or requested pursuant to this Section 2, file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. The Issuers shall use their commercially reasonable efforts to cause such Shelf Registration Statement to become effective under the Securities Act within 90 days after so required or requested to file such Shelf Registration Statement pursuant to this Section 2. (b) The Company Issuers shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Securities, for a period of one year two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred ). The Issuers shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in a manner that results in (A) the Holders of Securities covered thereby not being subject able to transfer restrictions under the offer and sell such Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose during that the Holders thereof are not affiliates of the Company) (period, unless such period being called the “Shelf Registration Period”)action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company Issuers shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus therein, in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Company determines that it Commission's staff, the Issuer is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) any Dollar Senior Notes validly tendered pursuant to the Registered Exchange Offer is are not consummated on or prior to the 360th day exchanged for Exchange Dollar Senior Notes within 290 days after the Issue Date, or (iii) any Dollar Initial Purchaser notifies so requests with respect to Dollar Senior Notes not eligible to be exchanged for Exchange Dollar Senior Notes in the Issuer in writing Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are Offer, or (iv) any applicable law or interpretations do not eligible permit any Holder to be exchanged for Exchange Securities participate in the Registered Exchange Offer, or (v) any Holder that participates in the Company shall take Registered Exchange Offer does not receive freely transferable Exchange Dollar Senior Notes in exchange for tendered Dollar Senior Notes, or (vi) the Issuer so elects, then the following actionsprovisions shall apply: (a) The Company shall, at its cost, prepare Issuer and the Guarantors shall use their reasonable best efforts to file as promptly as practicable with the Commission Commission, and thereafter shall use commercially their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities Dollar Senior Notes (as defined in Section 6 hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 Issuer and the Guarantors shall use commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities Transfer Restricted Dollar Senior Notes for a period ending on the earlier of one year (or for such longer period if extended pursuant to Section 3(ji) below) two years from the Issue Date or such shorter period that will terminate when all the Securities Transfer Restricted Dollar Senior Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) may be freely sold the date on which the Dollar Senior Notes become eligible for resale without volume regard to the volume, manner of sale and other restrictions by non-affiliates pursuant to contained in Rule 144 under the Securities ActAct pursuant to paragraph (k) thereof (in any such case, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Dollar Senior Notes covered thereby not being able to offer and sell such Transfer Restricted Dollar Senior Notes during that period, unless (A) such action is required by applicable law or (B) such action was permitted by Section 2(c). (c) Notwithstanding the provisions of Section 2(b) (but subject to the provisions of Section 3(b)), the Issuer and the Guarantors may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending use of the Shelf Registration Statement required under applicable securities laws to be issued. (d) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause Issuer and the Guarantors will ensure that (i) the Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) not the Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuer by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain any 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 (iii) any prospectus forming part of the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (therein, in the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall: (i) as promptly as practicable (but in no event more than 90 days after the Closing Date) (the “Shelf Filing Deadline”), at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) filed a registration statement pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission (the “Shelf Registration Statement” and”), together with which Shelf Registration Statement shall provide for the Exchange Offer registration and resales, on a continuous or delayed basis, of all Transfer Restricted Securities, plus any additional shares of Common Stock issued in respect thereof whether by stock dividend, stock split or otherwise, held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof; (ii) use its commercially reasonable efforts to cause the Shelf Registration Statement, a “Registration Statement”) on an appropriate form Statement to be declared effective under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with Commission not later than 210 days after the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act Closing Date (hereinafter, the “Shelf RegistrationEffectiveness Target Date”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.and (biii) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the Securities Act and by the provisions of Section 5(b) hereof to permit the prospectus included therein extent necessary to be lawfully delivered ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled, subject to Section 2(b), to the relevant benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period of one year (or for such longer period if extended pursuant to Section 3(j) belowthe “Effectiveness Period”) from the Issue Date or such shorter period that will terminate when date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (1) the sale of all of the Securities shares of Common Stock covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to the registration statement or Rule 144 under the Securities ActAct or any similar provision then in effect; (2) such time as all of the shares of Common Stock sold in the Initial Placement and covered by the Shelf Registration Statement and not held by Affiliates of the Company are, in the opinion of counsel for the Company, eligible for sale pursuant to Rule 144(k) (or any successor rule thereof, or otherwise transferred in a manner that results in analogous rule) under the Securities Act; or (A3) the second anniversary of the issuance of shares of Common Stock pursuant to the Purchase Agreement with the Initial Purchasers. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities not being subject able to transfer restrictions under offer and sell such Securities at any time during the Securities Act Effectiveness Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company in good faith and for valid business reasons (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted by Section 5(b)(ii) hereof. (such period being called b) At the “time the Shelf Registration Period”)Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be 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 such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. (c) Notwithstanding If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other provisions than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of this Agreement any order suspending the effectiveness thereof or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the contraryregistration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) The Company shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act, 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 the case of the prospectus Prospectus, in light of the circumstances under which they were made), ) not misleading. (f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(f) and Section 5(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least ten (10) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) ten (10) Business Days after such date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within ten (10) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire 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 such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best effort to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post effective amendment is required by this clause to be filed; (ii) provide such Holder copies of the any documents filed pursuant to Section 2(f)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 5(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company and the Guarantors shall, at its costas soon as practicable after the date of the Mandatory Redemption, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 and, thereafter, shall use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective under the Securities Act (hereinafteras soon as practicable following the occurrence of the Mandatory Redemption, but in any event no later than 120 days following the “Shelf Registration”)date of the Mandatory Redemption; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have be named as a selling securityholder in the Securities held by it covered by such Shelf Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such is an Electing Holder. (b) The Company shall and the Guarantors shall: (i) use all commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by Holders until the Holders earliest of (1) the relevant registered sale of all Registrable Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by registered under the Shelf Registration Statement pursuant to the Shelf Registration Statement; (i2) have been sold pursuant thereto or (ii) the time when all Registrable Securities may be freely sold by the Holder without volume any restriction as to volume, manner of sale or other restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, (or any successor rule thereof, or otherwise transferred in a manner that results in (Athereto) of the Securities not being subject to transfer restrictions under the Securities Act Act; and (B3) five years from the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) Effective Date (such period being called referred to herein as the “Shelf Registration Effectiveness Period”); and (ii) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any Holder of Registrable Securities that is not then an Electing Holder, take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement provided, however, that nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof. The Company and the Guarantors shall be deemed not to have used all commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if the Company or the Guarantors voluntarily take any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (A) required by applicable law and the Company and the Guarantors thereafter promptly comply with the requirements of paragraph 3(j) below or (B) permitted pursuant to Section 2(c) below. (c) Notwithstanding The Company may suspend the use of the Prospectus for a period not to exceed 30 calendar days in any other provisions 90-day period or an aggregate of this Agreement to 60 days in any 12-month period, (each, a “Suspension Period”) if the contrary, Board of Directors of the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as have determined in good faith that because of its respective effective date, valid business reasons (i) to comply in all material respects with the applicable requirements not including avoidance of the Securities Act and Company’s or the rules and regulations Guarantors’ obligations hereunder), including without limitation the acquisition or divestiture of assets, pending corporate developments, public filings with the Commission 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 (similar events, it is in the case best interests of the prospectus in light Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the circumstances under which they were made), not misleadingevent giving rise to such suspension and the Company promptly thereafter complies with the requirements of Section 3(j) hereof.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange OfferIf, as contemplated by Section 1 hereofbecause of any changes in law, under applicable law SEC rules or regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Registered Exchange Offer is not consummated on or prior to the 360th day within 150 days after the Issue Dateoriginal issue of the Registrable Securities, or (iii) upon the request of any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that Initial Purchasers if any such Initial Purchaser holds Transfer Restricted Securities that are acquired as part of an unsold allotment or (iv) if a Holder is not eligible permitted to be exchanged for participate in the Exchange Offer or does not receive fully tradeable Exchange Securities in pursuant to the Registered Exchange Offer, then in case of each of clauses (i) through (iv) the Company shall take the following actions: (a) The Company shall, at its cost: (a) As promptly as practicable, prepare and file with the Commission SEC, and thereafter shall use commercially reasonable its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 150 days after the original issue of the Registrable Securities, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (b) The Company shall use commercially reasonable Use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or until one year (from the date of the Shelf Registration Statement if such Shelf Registration Statement is filed at the request of any Initial Purchaser), or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (ii) may the "Effectiveness Period"); PROVIDED, HOWEVER, that the Effectiveness Period in respect of the Shelf Registration Statement shall be freely sold without volume restrictions by non-affiliates pursuant extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 144 174 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities 1933 Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”)as otherwise provided herein. (c) Notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any 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 (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the prospectus statements, in light of the circumstances under which they were made), not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) the Company determines that it is not permitted to effect at any time a Registered Exchange OfferShelf Filing Event shall occur, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actionsthen: (a) The Company shallCo-Issuers shall file promptly with the Commission a 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, at its cost, prepare Private Exchange Notes and Exchange Notes as to which Section 2(c) is applicable (the “Shelf Registration”). The Co-Issuers shall use their reasonable best efforts to file with the Commission and thereafter the Shelf Registration as promptly as practicable but in any event within 30 days of notice of the Shelf Filing Event (the “Shelf Filing Date”). The Shelf Registration shall be on Form S-1 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 Co-Issuers shall not permit any securities other than the Registrable Notes to be included in the Shelf Registration. (b) The Co-Issuers shall use commercially their reasonable efforts best efforts: (i) to cause the Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating on or prior to the offer and sale of 90th day after the Transfer Restricted Securities Shelf Filing Event; and (as defined in Section 6 hereofii) by the Holders thereof from time to time in accordance with the methods of distribution set forth in keep the Shelf Registration Statement effective until the earliest of (A) the time when the Notes covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any information under clause (c), (e), (f) and (h) of Rule 415 under 144, (B) two years from the Securities Act Issue Date and (hereinafter, c) the date on which all Notes registered thereunder are disposed of in accordance therewith subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Shelf RegistrationEffectiveness Period”); provided, however, that no Holder (other than an Initial Purchaserx) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees Effectiveness Period in writing to be bound by all the provisions respect of this Agreement applicable to such Holder. (b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order shall be extended to the extent required to permit dealers to comply with the applicable prospectus included therein to be lawfully delivered by the Holders delivery requirements of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions 174 under the Securities Act and as otherwise provided herein and (By) the absence Co-Issuers may suspend the effectiveness of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement by written notice to the Holders solely as a result of the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Co-Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus and any amendment or supplement theretoProspectus, as of its respective effective date, (i) to comply provided that the Effectiveness Period in all material respects with the applicable requirements respect of the Securities Act and the rules and regulations Shelf Registration shall be extended by such number of the Commission and days for which effectiveness is suspended under this clause (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 the case of the prospectus in light of the circumstances under which they were madey), not misleading.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at shall use its cost, prepare and file with best efforts to: (i) not later than 90 days after the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement Closing Time (the “Shelf Registration Statement” andFiling Deadline”), together with the Exchange Offer Registration Statement, file or cause to be filed a “Registration Statement”) registration statement for an offering to be made on an appropriate form under the Securities Act relating a delayed or continuous basis pursuant to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf RegistrationRegistration Statement”), which Shelf Registration Statement shall provide for resales by Holders of all Registrable Securities; (ii) cause the Shelf Registration Statement to be declared effective by the Commission not later than 180 days after the Closing Time (the “Effectiveness Target Date”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.and (biii) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to be lawfully delivered ensure that it (A) is available for resales by the Holders of Registrable Securities entitled to the relevant Securities for a period benefit of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act this Agreement and (B) conforms with the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions requirements of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period (the “Effectiveness Period”) that will terminate upon the earliest of the following two dates: (x) the expiration of the holding period applicable to the Registrable Securities held by a non-affiliate of the Company under Rule 144(k) of the Securities Act or any successor rule thereto or (y) when all Registrable Securities have been sold. (b) No Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company in writing such information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws (the form of which request is attached to the Offering Memorandum as Exhibit A and is referred to herein as the “Holder Questionnaire”) prior to any intended distribution of Registrable Securities. Each Holder of Registrable Securities who elects to sell Registrable Securities pursuant to a Shelf Registration Statement agrees by submitting a Holder Questionnaire to the Company within 30 days after the Company notifies Holders of the filing of the Shelf Registration Statement that it will be bound by the terms and conditions of the Holder Questionnaire and this Agreement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, during the ten business days following the end of the quarter in which a fully completed Holder Questionnaire is received by the Company, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the Commission so that the Holder delivering such Holder Questionnaire 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 such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, (ii) not provide such Holder copies of any documents filed pursuant to contain clause (i) of this Section 2(b), if requested, and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any untrue statement post-effective amendment filed pursuant to clause (i) of this Section 2(b); provided that, if such Holder Questionnaire is delivered during a material fact or omit to state a material fact required to be stated therein or necessary Suspension Period, the Company shall so inform the Holder delivering such Holder Questionnaire and shall take the actions set forth in order to make the statements therein clauses (in the case i), (ii) and (iii) of this Section 2(b) upon expiration of the prospectus Suspension Period in light of accordance with Section 4(b)(i) hereof. Notwithstanding anything contained herein to the circumstances contrary, the Company shall be under which they were made), not misleadingno obligation to name any Holder that fails to complete and deliver in a timely manner a Holder Questionnaire as a selling securityholder in any Shelf Registration Statement or related Prospectus.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company Host REIT shall, at its costno later than 120 calendar days following the Closing Date, prepare and (1) file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, if the Shelf Registration Statement is not an Automatic Shelf Registration Statement, Host REIT thereafter shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Act no later than 210 calendar days following the Closing Date or (2) solely at its option, in lieu of filing a shelf registration statement and causing such registration statement to be declared effective as described in clause (i) above, designate, by means of an Officers’ Certificate (as defined in the Indenture), an existing Automatic Shelf Registration Statement as a Shelf Registration Statement able to be used for resales of the Registrable Securities. In the event that Host REIT exercises this option (which it is not obligated to do), it shall be obligated to use its commercially reasonable efforts to prepare and file a supplement to the Prospectus, if necessary, to cover resales of the Registrable Securities by the Holders no later than 210 calendar days following the Closing Date. Notwithstanding the foregoing, (1) Host REIT may, upon written notice to the Trustee, postpone having the Shelf Registration Statement declared effective, or the preparation, pursuant to clause (2) of the previous sentence of this Section 2(a), of a supplement to an Automatic Shelf Registration Statement, if applicable, for a reasonable period not to exceed 90 days if Host REIT possesses material non-public information, the disclosure of which would have a material adverse effect on Host REIT and its subsidiaries taken as a whole as determined by the CEO or CFO of Host REIT and subject to its obligations to pay Liquidated Damages as provided in Section 7 and (2) no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus forming a part thereof for resales of Registrable Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such is an Electing Holder. (b) The Company Host REIT shall use its commercially reasonable efforts: (i) to keep the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming a part thereof to be usable by Holders for a period expiring on the earlier of (1) the sale of all Registrable Securities registered under the Shelf Registration Statement and (2) one year after the last date that Debentures have been exchanged for shares of Host REIT Common Stock has been issued (such period being referred to herein as the “Effectiveness Period”); (ii) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any Electing Holder of Registrable Securities, to take any action reasonably necessary to enable such Electing Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Electing Holder as a selling securityholder in the Shelf Registration Statement; and (iii) if at any time the Debentures, pursuant to Article 6.05 of the Supplemental Indenture, are exchangeable into securities other than Host REIT Common Stock, to cause, or to cause any successor under the Indenture to cause such securities to be included in the Shelf Registration Statement or a replacement shelf registration statement no later than the date on which the Debentures may then be exchangeable or convertible into such securities. (c) Host REIT shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective during the requisite period if Host REIT voluntarily takes any action that would result in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement thereby not being able to offer and sell any of such Registrable Securities during that period, unless (i) have been sold pursuant thereto Host REIT is required by applicable law, or (ii) may be freely sold without volume restrictions by non-affiliates pursuant if the CEO or CFO of Host REIT shall have determined in good faith that under circumstances related to Rule 144 under acquisition or divestiture of assets, pending corporate developments, public filings with the Securities ActCommission, or any successor rule thereofother similar events, or otherwise transferred it is in a manner that results in (A) the Securities not being subject best interests of Host REIT to transfer restrictions under suspend the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates use of the Company) (such period being called the “Shelf Registration Period”)Prospectus. (cd) Notwithstanding Host REIT may suspend the use of the Prospectus for a period not to exceed 30 days in any other provisions 90-day period or an aggregate of this Agreement 90 days in any 360 day period (each a “Suspension Period) for the reasons set forth in 2(c) above if, prior to suspending such use, Host REIT provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension; provided, however, that in the event of any such suspension, the Effectiveness Period shall be extended by the number of days equal to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleadingsuspension period.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Company determines that it is Commission’s staff, the Issuers and the Guarantors are not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) any Notes validly tendered pursuant to the Registered Exchange Offer is are not consummated on or prior to the 360th day exchanged for Exchange Notes within 425 days after the Issue Date, or (iii) any Initial Purchaser notifies so requests with respect to Notes not eligible to be exchanged for Exchange Notes in the Issuer in writing Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are Offer, or (iv) any applicable law or interpretations do not eligible permit any Holder to be exchanged for Exchange Securities participate in the Registered Exchange Offer, or (v) any Holder that participates in the Company shall take Registered Exchange Offer does not receive freely transferable Exchange Notes in exchange for tendered Notes, or (vi) the Issuers and the Guarantors so elect, then the following actionsprovisions shall apply: (a) The Company shall, at its cost, prepare Issuers and the Guarantors shall use their reasonable best efforts to file as promptly as practicable with the Commission Commission, and thereafter shall use commercially their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) ), a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities Notes (as defined in Section 6 hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (a “Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement” and, the together with any Exchange Offer Registration Statement, a “Shelf RegistrationRegistration Statement”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 Issuers and the Guarantors shall use commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities Transfer Restricted Notes for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) ending two years from the Issue Date or such shorter period that will terminate when all the Securities Transfer Restricted Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Notes covered thereby not being able to offer and sell such Transfer Restricted Notes during that period, unless (A) such action is required by applicable law or (B) such action was permitted by Section 2(c). (c) Notwithstanding the provisions of Section 2(b) (but subject to the provisions of Section 3(b)), the Issuers and the Guarantors may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending use of the Shelf Registration Statement required under applicable securities laws to be issued. (d) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause Issuers and the Guarantors will ensure that (i) the Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) not the Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the “Holders’ Information”)) does not, when it becomes effective, contain any 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 (iii) any prospectus forming part of the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (therein, in the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) Following the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by Commencement of Commercial Operations and at the staff request of the CommissionHolders holding Registrable Securities having a Fair Market Value of not less than $25 million (collectively, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer"Requesting Holders"), the Company shall take notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the following actions: (a) The Company shall, at its cost, Company's intention to prepare and file with the Commission and thereafter use commercially reasonable efforts to cause a Registration Statement for an offering to be declared effective made on a delayed or a continuous basis pursuant to Rule 415 (unless it becomes effective automatically upon filingor any appropriate similar rule that may be adopted by the Commission) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale covering all or a portion of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registrable Securities, and shall thereafter prepare and file such Registration Statement and Rule 415 under (the Securities Act (hereinafter, the “"Shelf Registration”"); provided, however, that no . Each Holder not a Requesting Holder shall notify the Company within thirty (other than an Initial Purchaser30) shall be entitled days of receipt of a Shelf Notification if it intends to have the include Registrable Securities held by it covered by in such Shelf Registration; otherwise, such Holder shall have no right to include its Registrable Securities in such Shelf Registration Statement unless or in any subsequent Shelf Registration; provided that a Holder not a Requesting Holder may subsequently request a Shelf Registration pursuant to this Section 2.2(a) if such Holder agrees (i) notifies the Company within thirty (30) days of a Shelf Notification that (a) upon request of the Company, it has agreed not to include its Registrable Securities in writing to be bound by all the provisions of this Agreement applicable to such Holder. Shelf Registration, or (b) The Company shall use commercially reasonable efforts to keep by reason of contractual obligation or law, it cannot at the time of the Shelf Notification include its Registrable Securities in a Shelf Registration Statement continuously effective and (ii) in order each subsequent request for a Shelf Registration, such Holder (collectively with other Holders not Requesting Holders making such request) must request registration of Registrable Securities with an aggregate Fair Market Value on the date of such request of not less than $25 million in Registrable Securities held by or issuable to permit the prospectus included therein to such Holder(s). Each Shelf Registration shall be lawfully delivered by on a Form S-3 or another appropriate form (unless the Holders of the relevant Registrable Securities offered thereby reasonably request a specific form) permitting registration of such Registrable Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered resale by the Shelf Registration Statement Holders in the manner or manners reasonably designated by them (i) have been sold pursuant thereto including, without limitation, one or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”more underwritten offerings). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. New Section 2.6 shall be added to Article 2 of the Registration Rights Agreement, as follows: If the Corporation files a Shelf Registration Statement on Form F-3 or Form F-10 for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request that their Registrable Securities be included in such Shelf Registration Statement, the Corporation agrees that, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, it will include in such Shelf Registration Statement such disclosures as may be required by Rule 430B promulgated under the Securities Act in order to ensure that such requesting Holders, as applicable, may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. If the Corporation has filed a Shelf Registration Statement, the Corporation shall, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, file any post-effective amendments or prospectus supplements necessary to include therein all disclosure necessary to permit the Holders to be added to such Shelf Registration Statement as selling shareholders thereunder. The Corporation will, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Corporation to permit Holders entitled thereunder to use the Shelf Registration Statement. The Corporation will use its commercially reasonable efforts to (i) remain a well-known seasoned issuer (a “WKSI”), as defined in Rule 405 under the Company Securities Act, and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) or (ii) meet the general eligibility requirements for use of Form F-10 under the Securities Act, and to comply with General Instruction II.L to Form F-10 under the Securities Act, in each case while any Registrable Securities remain unsold. The Corporation will use commercially reasonable efforts to meet the eligibility requirements to file a Canadian Shelf Prospectus. If the Corporation does not pay the filing fee covering the Registrable Securities at the time a Shelf Registration Statement is filed, the Corporation shall pay such fee at such time or times as the Registrable Securities are to be sold. Upon the expiration of the Automatic Shelf Registration Statement or any other Shelf Registration Statement filed pursuant to this Agreement, the Corporation shall refile a new Automatic Shelf Registration Statement or Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Corporation is required to re-evaluate its WKSI status the Corporation determines that it is not permitted to effect a Registered Exchange OfferWKSI, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at use its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (refile the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Automatic Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (or any other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing filed pursuant to be bound by all the provisions of this Agreement applicable to on Form F-3 or F-10, and, if neither of such Holder. (b) The Company shall use commercially reasonable efforts to forms is available, on Form F-1, and keep such registration statement effective while any Registrable Securities remain unsold. Upon the expiration of any Canadian Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contraryProspectus, the Company Corporation shall cause the refile a new Canadian Shelf Registration Statement and the related prospectus and any amendment or supplement theretoProspectus qualifying distributions by, as of its respective effective dateamong others, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleadingselling securityholders.

Shelf Registration. If (i) If, because the Registered Exchange Offer would violate any applicable law or the applicable interpretations of the Commission's staff or because of any change in currently prevailing interpretations of the Commission's staff, the Company determines that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, under applicable law hereof or applicable interpretations thereof by in the staff of the Commission, (ii) event the Registered Exchange Offer is not for any other reason consummated on or prior to the 360th day within 240 days after the Issue Closing Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its costas promptly as reasonably practicable after (i) the Closing Date, prepare and in the event the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof because the Registered Exchange Offer would violate an applicable law or an applicable interpretation of the Commission's staff or because of a change in a currently prevailing interpretation of the Commission's staff or (ii) 240 days after the Closing Date, if the Registered Exchange Offer is not for any other reason consummated by such date, file with the Commission and thereafter shall use commercially all reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) Notes by the Holders holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement such registration statement and Rule 415 under the Securities Act (hereinafterhereafter, the “"Shelf Registration”"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially all reasonable efforts to keep the registration statement relating to the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered usable by the Holders holders of the relevant Securities Notes for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) two years from the Issue Date date the registration statement is declared effective or such shorter period that will terminate when all the Securities Notes covered by the Shelf Registration Statement (i) registration statement have been sold pursuant thereto to such registration statement; provided, that the Company shall be deemed not to have used all reasonable efforts to keep the registration statement effective during the requisite period if it voluntarily takes any action that would result in holders of Notes covered thereby not being able to offer and sell such securities during that period, unless such action is required by applicable law, including, but not limited to, reasonable periods necessary to prepare appropriate disclosure. The foregoing proviso shall not apply to actions taken (or contemplated to be taken) by the Company in good faith and for business reasons (iia "Suspension Event"), including, without limitation, the acquisition or divestiture of assets or the offering or sale of securities, so long as the Company promptly thereafter complies with the requirements of Section 3(h) hereof, if applicable. Any such period during which the Company fails to keep the registration statement effective and usable for offers and sales of Notes is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the registration statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Notes and shall end on the date when each seller of Notes covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(h) hereof or is advised in writing by the Company that use of the prospectus may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”)resumed. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement registration statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of such registration statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 (not misleading other than statements or omissions made in reliance upon and in conformity with information furnished to the case of Company in writing by the Initial Purchasers expressly for use in such registration statement and the related prospectus in light of the circumstances under which they were made), not misleadingand any amendment or supplement thereto.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange OfferPreferred Stock shall have previously been converted into Registrable Securities, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by then the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its costwithin ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(b) below, shall prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of any other such request) with the Commission a “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such 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 as the Designated Holders may consent) and thereafter shall contain (except if otherwise directed by the Designated Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to as promptly as possible after the offer filing thereof, and sale in any event within sixty (60) days of the Transfer Restricted Securities Purchaser Request (as defined in Section 6 hereofor one hundred twenty (120) by the Holders thereof from time to time in accordance with the methods of distribution set forth days in the Shelf event the SEC has determined to review the applicable Registration Statement) and shall, subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep such Registration Statement and Rule 415 continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until the earlier of (hereinafteri) the date on which all Registrable Securities are eligible for sale under paragraph (k) of Rule 144 without any volume, manner of sale or other restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). The Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the Commission that a Registration Statement has been declared effective. Notwithstanding the foregoing, the “Shelf Registration”)Company shall not be obligated to file a Registration Statement pursuant to this Section 2 (i) during the 90 day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such notice and ending upon the earliest of (i) effectiveness of such registration statement , (ii) a decision by the Company not to pursue effectiveness of such registration statement or (iii) 90 days after the filing of such registration statement; provided, however, that no Holder in the case of clause (other ii) the Company may not utilize this right more than an Initial Purchaseronce in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be entitled incremental to, and not in lieu of, the Company’s relief from its shelf registration obligation under clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement’s effectiveness, the Company shall have the Securities held by it covered by right to suspend such Shelf 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities effectiveness for a period of one year not more than sixty (or for such longer period if extended pursuant to Section 3(j60) below) from days in aggregate after receipt of the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities ActPurchaser Request; provided, or any successor rule thereofhowever, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are Company may not affiliates of the Companyutilize this right more than twice in any twelve (12) (such period being called the “Shelf Registration Period”)month period. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (ia) At any time after the first anniversary of the First Public Offering, if the Company determines that it is not permitted eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the outstanding Company Securities (the requesting Shareholder(s) shall be referred to herein as the “Shelf Requesting Shareholder”) may request the Company to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law registration of some or applicable interpretations thereof by the staff all of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that Registrable Securities held by such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) Shelf Requesting Shareholder under a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and pursuant to Rule 415 under the Securities Act (hereinafter, the or any successor or similar rule) (a “Shelf Registration”). The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration. The provisions of Section 2.01 shall apply mutatis mutandis to each Underwritten Takedown except as otherwise provided in this Section 2.03, with references to “filing of the registration statement” or “effective date” being deemed references to filing of a prospectus or supplement for such offering, references to “registration” being deemed references to the offering, references to “Demand Registration” being deemed references to “Shelf Registration” or “Underwritten Takedown,” as applicable, and references to “Registering Shareholders” being deemed references to “Shelf Registering Shareholders”; provided, however, provided that no Holder Shelf Registering Shareholders shall only include Shareholders whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for an amendment to such Shelf Registration (other than an Initial Purchaserautomatically effective amendment). So long as the Shelf Registration is effective, no Shareholder may request any Demand Registration pursuant to Section 2.01 with respect to Registrable Securities that are registered or registrable without the need for an amendment (other than an automatically effective amendment) shall be entitled to have the Securities held by it covered by on such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderRegistration. (b) The If the Company shall receive a request from a Shelf Requesting Shareholder that the Company effect a Shelf Registration, then the Company shall as promptly as practicable following the date of receipt by the Company of such request give notice of such requested registration at least ten Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration to the other Shareholders and thereupon shall use commercially its reasonable best efforts to keep effect, as expeditiously as possible, the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions registration under the Securities Act and of: (Bi) all Registrable Securities for which the absence of a need for a restrictive legend regarding Shelf Requesting Shareholder has requested registration and the under this Section 2.03, and (ii) all other Registrable Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) same class as those requested to be registered by the Shelf Requesting Shareholder that any Shareholders (all such period being called Shareholders, together with the Shelf Requesting Shareholder, the “Shelf Registration PeriodRegistering Shareholders”)) have requested the Company to register by request received by the Company within two Business Days after such Shareholders receive the Company’s notice of the Shelf Registration, all to the extent necessary to permit the registration of the Registrable Securities so to be registered on such Shelf Registration. (c) Notwithstanding At any other provisions of this Agreement time prior to the contraryeffective date of the registration statement relating to such Shelf Registration, the Shelf Requesting Shareholder may revoke such request, without liability to any of the other Shelf Registering Shareholders, by providing a notice to the Company revoking such request. (d) The Company shall be liable for and pay all Registration Expenses in connection with any Shelf Registration. (e) Upon notice to the Shelf Requesting Shareholder, the Company shall cause may postpone effecting a registration pursuant to this Section 2.03 on one occasion during any period of six consecutive months for a reasonable time specified in the Shelf Registration Statement notice but not exceeding 90 days (which period may not be extended or renewed), if the Company determines that effecting the registration would materially and the related prospectus and any amendment or supplement thereto, as adversely affect an offering of its respective effective date, (i) to comply in all material respects with the applicable requirements securities of the Securities Act and Company the rules and regulations preparation of which had then been commenced, or the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleadingCompany.

Shelf Registration. If (ia) As promptly as possible after the Company determines that it is not permitted to effect a Registered Exchange Offer, Conversion Date as contemplated by defined in Section 1 hereof, under applicable law or applicable interpretations thereof by the staff 3(b) of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange OfferNote, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be declared effective made on a continuous basis pursuant to Rule 415. If for any reason (unless it becomes effective automatically upon filingincluding, without limitation, the Commission’s interpretation of Rule 415) a registration statement (the “Shelf Registration Statement” and, together with Commission does not permit all of the Exchange Offer Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a “Registration Statement”Form S-3; in the event Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on an another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements 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. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the Securities Act relating to the offer and sale provisions of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities 1933 Act (hereinafteror requires the Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “Shelf Registrationby or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter”. The Investor shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have her counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) with the consent of the Investor’s counsel, not to be unreasonably withheld, agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that no Holder (other than the Company shall not agree to name the Investor as an Initial Purchaser) shall be entitled to have the Securities held by it covered by “underwriter” in such Shelf Registration Statement unless without the prior written consent of the Investor (collectively, the “SEC Restrictions”). No liquidated damages shall accrue on or as to any Cut Back Shares until such Holder agrees time as the Company is able, using commercially reasonable efforts, to effect the filing of an additional Registration Statement with respect to the Cut Back Shares in writing to be bound by accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Agreement (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such Holderpurposes, references to the Filing Date shall be deemed to be the Restriction Termination Date. (b) The Company shall use commercially reasonable its best efforts to cause each Registration Statement filed hereunder to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit under the prospectus included therein to be lawfully delivered by Securities Act until the Holders earlier of (i) the fifth anniversary of the relevant Securities for a period of one year Effective Date, (or for such longer period if extended pursuant to Section 3(jii) below) from the Issue Date or such shorter period that will terminate date when all the Registrable Securities covered by the Shelf such Registration Statement (i) have been sold pursuant thereto publicly, or (iiiii) may be freely sold the date on which the Registrable Securities are eligible for sale without volume restrictions by nonlimitation within a three-affiliates month period pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in thereto (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Effectiveness Period”). The Company shall notify the Investor in writing promptly (and in any event within one Business Day) after receiving notification from the Commission that the Registration Statement has been declared effective. (c) Notwithstanding As promptly as possible, and in any other provisions of this Agreement to event no later than the contraryPost-Effective Amendment Filing Deadline, the Company shall prepare and file with the Commission a Post-Effective Amendment. The Company shall use its best efforts to cause the Shelf Post-Effective Amendment to be declared effective by the Commission as promptly as possible after the filing thereof. The Company shall notify the Investor in writing promptly (and in any event within one Business Day) after receiving notification from the Commission that the Post-Effective Amendment has been declared effective. (d) If the Company issues to the Investor any Common Stock pursuant to the Transaction Documents that is not included in the initial Registration Statement, then the Company shall file an additional Registration Statement covering such number of shares of Common Stock on or prior to the Filing Date and shall use it best efforts, but in no event later than the related prospectus and Required Effectiveness Date, to cause such additional Registration Statement to be declared effective by the Commission. (e) The Registration Statement shall not include any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with securities other than the applicable requirements Registrable Securities without the prior written consent of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleadingInvestor.

Shelf Registration. If If, (i) the Company determines that it is not permitted to effect a Registered Exchange Offerbecause of any changes in law, as contemplated by Section 1 hereof, under applicable law SEC rules or regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Co-Issuers are not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer as contemplated by Section 2.1 hereof, (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective on or prior to the 365th day after the Closing Date, or the Exchange Offer is not consummated on or prior to the 360th 400th day after the Issue Closing Date, or (iii) upon the reasonable request of any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Initial Purchasers that holds Securities or (iv) any Holder of Securities is not permitted to participate in the Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are or does not eligible to be exchanged for receive fully tradeable Exchange Securities in pursuant to the Registered Exchange Offer, then, in case of each of clauses (i) through (iv) (each event described in clauses (i) through (iv), a “Shelf Triggering Event”), the Company shall take Co-Issuers and the following actionsGuarantors shall, at their cost: (a) The Company shall, at its cost, prepare and file with the Commission SEC, and thereafter shall use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) under the 1933 Act, no later than the 365th day after the occurrence of a registration statement (the “Shelf Triggering Event, a Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (b) The Company shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (from the date the Shelf Registration Statement is declared effective by the SEC, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (ii) may the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be freely sold without volume restrictions by non-affiliates pursuant extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 144 174 under the Securities Act1933 Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Co-Issuers and the Guarantors may delay the filing of the Shelf Registration Statement or any successor rule delay or suspend the effectiveness thereof, or otherwise transferred for a reasonable period of time, but not in excess of 90 consecutive days nor more than three (3) times during any twelve-month period (each, a manner that results in “Shelf Suspension Period”), if (Ax) the Securities Company’s board of directors determines reasonably and in good faith that because of valid business reasons (not being subject including avoidance of the Co-Issuers’ and the Guarantors’ obligations hereunder), including without limitation proposed or pending corporate developments and similar events or because of filings with the SEC, it is in the best interests of the Co-Issuers or the Guarantors to transfer restrictions under the Securities Act delay such filing or suspend such effectiveness and (By) the absence Co-Issuers provide prior written notice of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that such suspension to the Holders thereof are (which notice shall not affiliates be required to specify the nature of the Company) (such period being called event giving rise to the “Shelf Registration Period”suspension). (c) Notwithstanding notwithstanding any other provisions of this Agreement hereof, use their commercially reasonable efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any 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 (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the prospectus statements, in light of the circumstances under which they were made), not misleading. The Co-Issuers and the Guarantors shall not permit any securities other than Registrable Securities (and any Additional Notes issued under (and as defined in) the Indenture) to be included in the Shelf Registration Statement. The Co-Issuers and the Guarantors further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Company determines that it Commission's staff, the Issuer is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) any Euro Senior Notes validly tendered pursuant to the Registered Exchange Offer is are not consummated on or prior to the 360th day exchanged for Exchange Euro Senior Notes within 290 days after the Issue Date, or (iii) any Euro Initial Purchaser notifies so requests with respect to Euro Senior Notes not eligible to be exchanged for Exchange Euro Senior Notes in the Issuer in writing Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are Offer, or (iv) any applicable law or interpretations do not eligible permit any Holder to be exchanged for Exchange Securities participate in the Registered Exchange Offer, or (v) any Holder that participates in the Company shall take Registered Exchange Offer does not receive freely transferable Exchange Euro Senior Notes in exchange for tendered Euro Senior Notes, or (vi) the Issuer so elects, then the following actionsprovisions shall apply: (a) The Company shall, at its cost, prepare Issuer and the Guarantors shall use their reasonable best efforts to file as promptly as practicable with the Commission Commission, and thereafter shall use commercially their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities Euro Senior Notes (as defined in Section 6 hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 Issuer and the Guarantors shall use commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities Transfer Restricted Euro Senior Notes for a period ending on the earlier of one year (or for such longer period if extended pursuant to Section 3(ji) below) two years from the Issue Date or such shorter period that will terminate when all the Securities Transfer Restricted Euro Senior Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) may be freely sold the date on which the Euro Senior Notes become eligible for resale without volume regard to the volume, manner of sale and other restrictions by non-affiliates pursuant to contained in Rule 144 under the Securities ActAct pursuant to paragraph (k) thereof (in any such case, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Euro Senior Notes covered thereby not being able to offer and sell such Transfer Restricted Euro Senior Notes during that period, unless (A) such action is required by applicable law or (B) such action was permitted by Section 2(c). (c) Notwithstanding the provisions of Section 2(b) (but subject to the provisions of Section 3(b)), the Issuer and the Guarantors may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending use of the Shelf Registration Statement required under applicable securities laws to be issued. (d) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause Issuer and the Guarantors will ensure that (i) the Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) not the Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuer by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain any 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 (iii) any prospectus forming part of the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (therein, in the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable because of any change in law or applicable interpretations thereof by the staff of Commission's staff, the Commission, (ii) Company and the Subsidiary Guarantors determine that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof or (ii) any Holder (including any Initial Purchaser but excluding any Exchanging Dealer) either (A) is not consummated on eligible to participate in the Registered Exchange Offer or prior to (B) participates in the 360th day after Registered Exchange Offer and does not receive freely transferrable Exchange Securities in exchange for tendered Securities (in each case under this clause (ii) other than as a result of applicable interpretations of the Commission's staff or applicable law in effect as of the Issue Date, ) or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, if the Company shall take so elects, then the following actionsprovisions shall apply: (a) The Company shall, at its cost, prepare and the Subsidiary Guarantors shall use all reasonable efforts to as promptly as practicable file with the Commission and thereafter shall use commercially reasonable their best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than an the Initial PurchaserPurchasers) shall be entitled to have the Securities or Exchange Securities held by it covered by such Shelf 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 and the Subsidiary Guarantors shall use commercially reasonable their best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) three years from the Issue Date or such shorter period that will terminate when all the Securities and Exchange Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (in any such case, such period being called the “"Shelf Registration Period”"). The Company and the Subsidiary Guarantors shall be deemed not to have used their best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily takes any action that would result in Holders of Securities or Exchange Securities covered thereby not being able to offer and sell such Securities or Exchange Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause and the Subsidiary Guarantors will ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) not any Shelf Registration Statement and any amendment thereto (in either case, 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 "Holders' Information")) does not, when it becomes effective, contain any 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 (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (therein, in the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If the Trigger Date occurs and (iA) the Company determines that it is not permitted to effect a consummate the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) because the Registered Exchange Offer is not consummated on permitted by applicable law or Commission policy, or (B) any Holder of Transfer Restricted Securities (as defined in Section 6 hereof) notifies the Partnership prior to the 360th 20th business day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities (i) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (ii) it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales, or (iii) it is a broker-dealer and owns Initial Securities acquired directly from the Company or an affiliate of the Company, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use all commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) file a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act on or prior to 30 days after so required or requested pursuant to this Section 2 relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to 90 days after such obligation arises and to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Securities, for a period (such period, the “Shelf Registration Period”) of one year nine months (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of original issue of the Exchange Securities or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) are no longer Transfer Restricted Securities. The Company shall be deemed not to have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant used commercially reasonable efforts to Rule 144 under keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities covered thereby not being subject able to transfer restrictions under the offer and sell such Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose during that the Holders thereof are not affiliates of the Company) (period, unless such period being called the “Shelf Registration Period”)action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, shall prepare and file with the Commission Commission, and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement as soon as practicable after the filing thereof, but in no event later than July 30, 2018 (the “Shelf Registration Statement” and, together with the Exchange Offer Registration StatementEffective Date”), a “Registration Statement”) on an appropriate form Statement under the Securities Act relating to the offer and sale of all the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof (the “Shelf Registration Statement”) from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterAct. Promptly following the effective date of the Shelf Registration Statement, the Company shall notify the Holders of the effectiveness thereof. (b) Notwithstanding anything in Section 2.01(a), if for any reason the Commission does not permit the Company to include any or all of the Registrable Securities in the initial Shelf Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Registrable Securities by the Holders (a “Shelf RegistrationRule 415 Limitation”), or the Commission informs the Company that any of the Selling Holders would be deemed to be statutory underwriters, the Company shall notify the Holders thereof and use commercially reasonable efforts to promptly file amendments to the initial Shelf Registration Statement as required by the Commission and/or withdraw the initial Shelf Registration Statement and file a new registration statement on Form S-3 or such other form available for registration of the Registrable Securities as a secondary offering, in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission and avoid the Selling Holders being deemed to be statutory underwriters; provided, however, that no Holder (other than an Initial Purchaser) prior to such amendment or subsequent Shelf Registration Statement, the Company shall be entitled obligated to have use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities and against the Selling Holders’ being deemed statutory underwriters in accordance with Commission guidance, including without limitation, the Compliance and Disclosure Interpretation “Securities Act Rules” No. 612.09, and the Securities held Act. In the event the Company amends the initial Shelf Registration Statement or files a subsequent Shelf Registration Statement, as the case may be, the Company will use commercially reasonable efforts to file with the Commission, as promptly as allowed by it covered by the Commission, Commission guidance or the Securities Act, one or more additional Shelf Registration Statements covering those Registrable Securities not included in the initial Shelf Registration Statement as amended or any subsequent Shelf Registration Statement previously filed. The number of Registrable Securities that may be included in each such Shelf Registration Statement unless shall be allocated among the Holders thereof in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as is necessary to avoid the Selling Holders being deemed to be statutory underwriters. If the Commission requires the Company to name any Holder as a statutory underwriter and such Holder agrees in writing does not consent thereto, then such Holder’s Registrable Securities shall not be included on the Shelf Registration Statement and the Company shall have no further obligations under this Section 2.01 or Section 2.02 with respect to be bound the Registrable Securities held by all the provisions of this Agreement applicable to such Holder. (bc) If (i) the Shelf Registration Statement required by Section 2.01(a) does not become or is not declared effective by the Effective Date or (ii) the Shelf Registration Statement is declared effective but (A) the Shelf Registration Statement shall thereafter be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such Shelf Registration Statement (except as specifically permitted pursuant to Section 2.03) without being succeeded by an additional Shelf Registration Statement filed and declared effective within 3 Business Days, (B) the use of any prospectus that is a part of the Shelf Registration Statement is suspended pursuant to Section 2.03 in excess of the number of days permitted thereby or (C) except as addressed by the foregoing clauses (A) and (B) or except as expressly permitted by Section 2.03, the Shelf Registration Statement fails to be available for the resale by the Holders of all the Registrable Securities required to be included therein during the Effectiveness Period (each such event referred to in clauses (i) and (ii), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then each Holder shall be entitled to a payment (with respect to each of the Holder’s pro rata share of Registrable Securities as liquidated damages (which liquidated damages will not be exclusive of any other remedies available in equity, including, without limitation, specific performance) and not as a penalty), (x) for the first 90 days following the occurrence of such Registration Default, an amount equal to 0.25% of the Liquidated Damages Multiplier, which shall accrue daily, and (y) for each non-overlapping 90-day period beginning on the 91st day thereafter, an amount equal to the amount set forth in clause (x) plus an additional 0.25% of the Liquidated Damages Multiplier for each subsequent 90 days (i.e., 0.5% for 91-180 days, 0.75% for 181-270 days, 1.0% for 271-360, etc.), which shall accrue daily, up to a maximum amount equal to 2.5% of the Liquidated Damages Multiplier per non-overlapping 90-day period (the “Liquidated Damages”), until such time as such Registration Default is cured or there are no longer any Registrable Securities outstanding. The Liquidated Damages shall be payable within 10 Business Days after the end of each such 90-day period in immediately available funds to the account or accounts specified by the applicable Holders. Any amount of Liquidated Damages shall be prorated for any period of less than 90 days accruing during any period for which a Holder is entitled to Liquidated Damages hereunder. (d) The Company may request a waiver of all or any portion of the Liquidated Damages, which may be granted by the consent of the Majority Holders, in their sole discretion, and which such waiver shall apply to all the Holders of Registrable Securities. (e) The Shelf Registration Statement shall be on Form S-3 (or any equivalent or successor form) under the Securities Act or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statements as is then available to effect a registration for resale of the Registrable Securities; provided, however, that if the Company has filed the Shelf Registration Statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company shall (i) file a post-effective amendment to the Shelf Registration Statement converting such Registration Statement on Form S-1 to a Registration Statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the Shelf Registration Statement on Form S-1 and file a subsequent Shelf Registration Statement on Form S-3 or any equivalent or successor form or forms. (f) Unless otherwise specifically stated herein, the term “Shelf Registration Statement” shall refer individually to the initial Shelf Registration Statement and to each subsequent Shelf Registration Statement, if any, filed pursuant to Section 2.01(b) or Section 2.01(e). (g) The Company shall use commercially reasonable efforts to keep cause the Shelf Registration Statement continuously effective in order to permit the prospectus included therein remain effective, and to be lawfully delivered by supplemented and amended to the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant extent necessary to Section 3(j) below) from the Issue Date or such shorter period ensure that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming is available for the purpose that resale of all the Registrable Securities by the Holders thereof are not affiliates until all of the Company) Registrable Securities have ceased to be Registrable Securities (such period being called the “Shelf Registration Effectiveness Period”). (ch) Notwithstanding any other provisions of this Agreement to the contraryWhen effective, the Company shall cause the Shelf Registration Statement and (including the related prospectus and any amendment or supplement thereto, documents incorporated therein by reference) will comply as of its respective effective date, (i) to comply form in all material respects with the all applicable requirements of the Securities Act and the rules Exchange Act and regulations of the Commission and (ii) will not to contain any an 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 not misleading (in the case of any prospectus contained in the prospectus Shelf Registration Statement, in the light of the circumstances under which they were such statements are made), not misleading.

Shelf Registration. (a) If at any time (i) the Company determines that it is not permitted to effect a Registered Exchange Offerany Registrable Securities are outstanding, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, and (ii) any Holder determines on the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) advice of counsel that any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that Registrable Securities held by such Initial Purchaser holds Transfer Restricted Securities that Holder are not eligible freely tradeable under Rule 144 under the 1933 Act, then such Holder may make a written request to be exchanged Pernix for Exchange Securities in the Registered Exchange Offera Shelf Registration (a “Request”). Upon receipt of any Request, the Company shall take the following actions: (a) The Company Pernix shall, at its Pernix’s cost, prepare and (i) file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (SEC not later than 10 Business Days after the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statementdate of such Request, a “Registration Statement”) shelf” registration statement on Form S-3 which covers all of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with (the methods “Initial Shelf Registration Statement”), and (ii) thereafter shall use its reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the 1933 Act as soon as practicable after the date of distribution set forth in such Request, and not later than 75 days after the date of such Request. (b) Pernix shall use its reasonable efforts to cause the effectiveness of each Shelf Registration Statement and Rule 415 under keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders until all Registrable Securities Act have been sold pursuant to a Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (hereinafter, the “Shelf RegistrationEffectiveness Period”); provided, however, that Registrable Securities will be deemed to be outstanding so long as any of the Notes are outstanding; provided, further, that no Holder (other than an Initial Purchaser) shall be entitled to have the Registrable Securities held by it covered by such a Shelf Registration Statement unless such Holder agrees shall have provided a Notice and Questionnaire in writing accordance with Section 2(d) and is in compliance with Section 4. From and after the date hereof, Pernix will not grant any existing or future holders of Pernix’s securities the right to be bound by all the provisions of this Agreement applicable to such Holderinclude any securities in any Shelf Registration Statement. (bc) The Company If any Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, Pernix shall use commercially its reasonable best efforts to promptly cause such Shelf Registration Statement to again become effective under the 1933 Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its reasonable best efforts to promptly amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act registering the resale from time to time by the Holders of all Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, Pernix shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the 1933 Act as promptly as is reasonably practicable after the filing thereof and (ii) keep the such Subsequent Shelf Registration Statement continuously effective in order and usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form S-3 to permit the prospectus included therein extent that Pernix is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be lawfully delivered 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 the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered distribution elected by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”)Holders. (cd) Notwithstanding any other provisions of this Agreement hereof, Pernix shall use its reasonable efforts to the contrary, the Company shall cause ensure that (i) the Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof (and any supplement thereto, as of its respective effective date, ) and any Free Writing Prospectus (iand any supplement thereto) to comply complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any 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 (iii) any Prospectus forming part of the Shelf Registration Statement, any Free Writing Prospectus and any supplement to such Prospectus or Free Writing Prospectus (in each case as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the prospectus statements, in light of the circumstances under which they were made), not misleading. (e) Pernix agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by ‎Section 3.01(b) below, and to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (f) Each Holder (other than the Initial Holders and their affiliates) wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to Pernix at least five (5) Business Days prior to any intended distribution of Registrable Securities under a Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, Pernix shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five (5) Business Days after such date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if Pernix shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the 1933 Act as promptly as is practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2.01(f)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the 1933 Act of any post-effective amendment filed pursuant to Section 2.01(f)(i); provided, that if under applicable law Pernix has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities.

Shelf Registration. If At any time after the date that is one (i1) year after the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff effective date of the Commissionregistration statement for the IPO, (iiA) in the Registered Exchange Offer is not consummated on or prior case of any registration pursuant to a Deerfield Demand Request, the 360th day after the Issue DateMajority Deerfield Investors, or (iiiB) in the case of any Initial Purchaser notifies registration not pursuant to a Deerfield Demand Request, the Issuer in writing following the consummation Holders of a majority-in-interest of the Registered Exchange Offer Registrable Securities then outstanding may direct that such Initial Purchaser holds Transfer Restricted Securities that are not eligible a Form S-1 demand made pursuant to be exchanged Subsection 2.1(a) or Form S-3 demand made pursuant to Subsection 2.1(b), as applicable, provide for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale offering of all of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time on a delayed or continuous basis in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, or successor thereto) (any such registration statement providing for an offering pursuant to Rule 415 under the Securities Act being hereinafter referred to as a “Shelf RegistrationRegistration Statement”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by . Any such Shelf Registration Statement unless shall contain therein a “plan of distribution” that permits all means of disposition of Registrable Securities, including Underwritten Offerings, Block Sales, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering legally available to Deerfield or such Holders, as applicable and that is approved by Deerfield and the Holders of a majority-in-interest of the Registrable Securities to be included in such registration statement. No Holder agrees shall be named as an “underwriter” in a Shelf Registration Statement (nor any other registration statement filed hereunder) without such Holder’s prior written consent. If at any time the SEC advises the Company in writing that the offering of some or all of the Registrable Securities to be bound by all included in a Shelf Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of this Agreement applicable Rule 415 under the Securities Act, the Company shall use its reasonable best efforts to persuade the SEC that the offering contemplated by a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter.” The Holders electing to include their Registrable Securities in the Shelf Registration Statement shall have the right to have their respective legal counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their respective counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which any such Holder. ’s counsel reasonably objects. In the event that, despite the Company’s reasonable best efforts and compliance with the foregoing, the SEC refuses to alter its position, the Company shall remove from the Shelf Registration Statement such portion of the Registrable Securities as the SEC requires in writing be removed therefrom. Any such cut-back imposed by the SEC as contemplated by the foregoing shall be imposed on a pro rata basis (bbased upon the Registrable Securities held by each of such Holders) unless otherwise required by the SEC. The Company shall use commercially reasonable best efforts to keep the any Shelf Registration Statement continuously effective (including by filing any necessary Automatic Shelf Registration Statements, post-effective amendments to such Registration Statement or one or more successor Registration Statements) until the date on which all Registrable Securities covered by such Registration Statement have been sold thereunder in order to permit accordance with the plan and method of distribution disclosed in the prospectus included therein in such Registration Statement, are withdrawn or otherwise cease to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”)Registrable Securities. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after within 270 days of the Issue Date, Date or (iii) any Initial Purchaser notifies the Issuer Holder (other than an Exchanging Dealer) is not eligible to participate in writing following the consummation of the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use commercially its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Securities, for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred ). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in a manner that results in (A) the Holders of Securities covered thereby not being subject able to transfer restrictions under the offer and sell such Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose during that the Holders thereof are not affiliates of the Company) (period, unless such period being called the “Shelf Registration Period”)action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus therein, in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (ia) On or prior to the 10th day after the Closing Date, the Company determines that it is not permitted to effect shall file with the Commission a Registered Exchange OfferShelf Registration Statement providing for the registration of, as contemplated by Section 1 hereof, under applicable law and the sale on a continuous or applicable interpretations thereof delayed basis by the staff Holders of, all of the CommissionRegistrable Securities, (ii) pursuant to Rule 415 under the Registered Exchange Offer is not consummated Act or any similar rule that may be adopted by the Commission and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to the 360th 50th day after the Issue Closing Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”) from the date the Shelf Registration Statement becomes effective or is declared effective by the Commission, as the case may be, to and including the date upon which there are no Registrable Securities outstanding. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of Registrable Securities not being able to offer and sell such Registrable Securities at any time during the Shelf Registration Period, unless such action is (i) (x) required by applicable law, regulation, court order or other similar legal process or (y) otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets or any other material transactions or developments, in each case that would require the Company to make an Adverse Disclosure and (ii) permitted by Section 3(i) hereof (actions complying with each of clause (i) and (ii), an “Allowed Delay”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the The Company shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus Prospectus, in the light of the circumstances under which they were made), ) not misleading. (d) Each Holder, in order to be named in the Shelf Registration Statement and to be permitted to sell its Registrable Securities under the Shelf Registration Statement, will be required to deliver a Notice and Questionnaire (which shall include an agreement by such Holder to be bound by all of the provisions of this Agreement applicable to such Holder) and such other information as the Company may reasonably request in writing, if any, to the Company. Any Holder submitting such documentation at least five Business Days prior to the anticipated effective date of the Shelf Registration Statement shall be named in the Shelf Registration Statement at the time of its initial effectiveness. (e) From and after the effective date of the Shelf Registration Statement, the Company shall use its commercially reasonable efforts, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five Business Days after such date, (i) if required by applicable law, to file with the Commission a post-effective amendment to the Shelf Registration Statement or if required by applicable law, to file a supplement to the Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Act as promptly as is practicable; (ii) provide such Holder, upon request, electronic copies of any documents filed pursuant to Section 2(e)(i) hereof and (iii) notify such Holder as promptly as practicable after the effectiveness under the Act of any post-effective amendment filed pursuant to Section 2(e)(i) hereof; provided, however, that the Company shall have no obligation to provide copies of the materials described in this clause or notice of effectiveness so long as copies of such materials or notices are made publicly available by the Company on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”); provided, further, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above promptly upon expiration of the Deferral Period in accordance with Section 3(i) hereof. Notwithstanding the foregoing, (x) during the period from (i) the date the Shelf Registration Statement is initially effective to (ii) (A) the date falling 90 days before the Final Maturity Date or (B) the date upon which a notice of redemption of the Bonds is given by the Issuer and (y) during the period commencing 90 days after the completion of the Exchange Period or the redemption date for the Bonds, the Company will not be required to file more than one prospectus supplement or post-effective amendment in each fiscal quarter, with such filing (to the extent required) to be made within five Business Days of publication of the Company’s quarterly earnings release. Between the periods described in clauses (x) and (y) of the preceding sentence, the limit on filings described in that sentence will not apply. The Company will not under any circumstances be required to file more than one amendment or supplement at any time in respect of any particular individual Holder of Registrable Securities ADSs within any 30-day period, however.

Shelf Registration. If (i) The Company shall use its reasonable best efforts to promptly process, file and cause to become effective a Registration Statement on Form S-3 (the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii"Shelf") the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible for an offering to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts made on a delayed or continuous basis pursuant to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafteror any similar rule that may be adopted by the SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering, the “initial filing to be made not later than 30 days before the Shelf Registration”Registration Date in the event that the Initial Underwriting is consummated or 30 days after the Shelf Registration Date in the event that the Initial Underwriting Notice is not given or the Initial Underwriting is abandoned. Each Allright Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"); provided, howeverRegistrable Securities (each such Holder, that no Holder (other than an Initial Purchaser"Eligible Holder") shall be entitled to have the right to resell such Registrable Securities held by it covered by under the Shelf until the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf Registration Statement unless (such Holder agrees in writing Eligible Holder's "Termination Date"). The Carell Holders shall have the right to be bound by all resell that amount of Registrable Securities under the provisions Shelf which has an aggregate Market Value, on the Initial Filing Date, of this Agreement applicable to such Holder. (a) $150 million, plus (b) the Initial Underwriting Amount of the Carell Holders, less (c) the gross proceeds received by the Carell Holders in all sales of Registrable Securities before the Initial Filing Date (excluding gross proceeds received in the Exempted Transfers). The Carell Holders shall lose their right to sell under the Shelf once they have sold, in one or more transactions occurring after the Initial Filing Date, whether in the Initial Underwriting, the Extra Underwriting, under the Shelf or otherwise, at least that amount of shares of Common Stock equal to the amount of Registrable Securities of the Carell Holders registered under the Shelf pursuant to this Section 3(b)(i) (the Carell Holders' "Termination Date"). The Company shall agrees to use commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order and usable for resale of Registrable Securities until all Eligible Holders lose their rights to permit resell Registrable Securities under the prospectus included therein Shelf. (ii) The Company agrees to be lawfully delivered include within the Method of Distribution for the Shelf the possible distribution by the Allright Holders to their respective investors of the relevant Registrable Securities for a period held by them; provided, that nothing herein shall restrict an Allright Holder from distributing Registrable Securities to its investors under the Shelf before it receives gross proceeds of one year (at least its Initial Underwriting Amount, or for sells an amount of Registrable Securities equal to at least its Initial Underwriting Amount. No Allright Holder may, however, transfer to its investors any registration rights granted hereunder when distributing Registrable Securities to such longer period if extended pursuant investors, unless the Company has failed to Section 3(j) below) from cause the Issue Date or such shorter period that will terminate when all the Securities covered by Shelf to become effective within 45 days after the Shelf Registration Statement Date. (iiii) Each Allright Holder agrees that, in the event that it shall have been received gross proceeds of at least its Initial Underwriting Amount, or sold that amount of Registrable Securities equal to at least its Initial Underwriting Amount, with respect to one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting (as defined in Section 3(c)), resales under the Shelf or otherwise), it shall be restricted from reselling Registrable Securities under the Shelf until the Carell Holders shall have received gross proceeds of at least $100 million in one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting, resales under the Shelf or otherwise) after the date of this Agreement. The Carell Holders agree that, in the event that they shall have received gross proceeds of at least $100 million with respect to one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting, resales under the Shelf or otherwise), they shall be restricted from reselling Registrable Securities under the Shelf until each of Apollo and AEW shall have received gross proceeds of at least its Initial Underwriting Amount in one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting, resales under the Shelf or otherwise) after the Closing. Each of Apollo, AEW and the Carell Holders agrees to promptly notify the Company and each other in writing at such time that it has received sufficient gross proceeds for it to become restricted from resales pursuant thereto to this Section 3(b)(iii). Notwithstanding the foregoing, nothing herein shall restrict the ability of any Holder to distribute Registrable Securities to its investors. (iv) In the event that one or more Holders exercises a Demand Right (iias defined in Section 3(c)), then each Eligible Holder (including the Holder or Holders exercising such Demand Right and regardless of whether or not such Eligible Holder elects to participate in the Extra Underwriting related to such Company Notice) may not sell any Registrable Securities under the Shelf at any time after 30 days after receiving such Company Notice and before the Extra Underwriting End Date; provided, that nothing herein shall limit the ability of an Allright Holder to distribute Registrable Securities to its investors. (v) The Company shall have the right, at any time after the Allright Holders, collectively, own less than 7% of all the Registrable Securities received by the Allright Holders in the Merger, to terminate the Shelf and promptly process and file, and use its reasonable best efforts to cause to become effective, a Registration Statement on Form S-3 (the "Second Shelf") for an offering to be freely sold without volume restrictions by non-affiliates made on a delayed or continuous basis pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions 415 under the Securities Act (or any similar rule that may be adopted by the SEC) and (B) permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. The Company must register for resale under the absence Second Shelf all Registrable Securities that were registered for resale under the Shelf at the time the Shelf is terminated, but may also register for sale under the Second Shelf all shares of a need for a restrictive legend regarding registration Common Stock, and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates any other securities of the Company) (, that the Company desires to register for resale at such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the time. The Company shall cause the Second Shelf Registration Statement and to remain effective at least up to the related prospectus and any amendment or supplement theretodate until which the Company would, as under the terms of its respective effective datethis Agreement, (i) be required to comply in all material respects with maintain the applicable requirements effectiveness of the Shelf, if otherwise not terminated pursuant to this Section 3(b)(v). The Holders shall not have any restrictions on their ability to resell Registrable Securities Act and under the rules and regulations of Second Shelf which are greater than the Commission and (ii) not restrictions on their ability 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 resell Registrable Securities under the statements therein (in the case of the prospectus in light of the circumstances under which they were made), not misleadingShelf.

Shelf Registration. If (i) the Company determines and the Initial Purchasers reasonably determine, after conferring with outside counsel, that it because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) any Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated on or prior to the 360th day exchanged for Exchange Securities within 165 days after the Issue Date, or (iii) any Initial Purchaser notifies so requests with respect to Securities purchased on the Issuer in writing following the consummation of the Registered Issue Date or Private Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, (iv) any Holder either (A) is not eligible to participate in the Registered Exchange Offer, or (B) participates in the Registered Exchange Offer and does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (v) the Company shall take so elects, then the following actionsprovisions shall apply: (a) The Company shall, at shall use its cost, prepare and reasonable best efforts to file as promptly as practicable with the Commission Commission, and thereafter shall use commercially its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf such registration statement (hereafter, a "SHELF REGISTRATION STATEMENT" and, together with any Exchange Offer Registration Statement and Rule 415 under the Securities Act (hereinafterStatement, the “Shelf Registration”a "REGISTRATION STATEMENT"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Transfer Restricted Securities for a period ending on the earlier of one year (or for such longer period if extended pursuant to Section 3(ji) below) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) may be freely sold the date on which the Securities become eligible for resale without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (in any such case, such period being called the “"SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Period”)Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the will ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, 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 "HOLDERS' INFORMATION")) does not to contain any 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 (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (therein, in the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If If, (i) the Company determines that it is not (A) required to file the Exchange Offer Registration Statement or (B) permitted to effect a consummate the Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) Offer because the Registered Exchange Offer is not consummated on permitted by applicable law or Commission policy, (ii) the Exchange Offer Registration Statement is not declared effective prior to the 360th day after the Issue Date, date specified for such effectiveness or (iii) any Initial Purchaser Holder of Transfer Restricted Securities notifies the Issuer in writing Company prior to the 20th business day following the consummation of the Registered Exchange Offer that (x) such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities Holder is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (y) such Holder may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (z) such Holder is a broker-dealer and holds Initial Securities acquired directly from the Company shall take the following actionsor any of its affiliates, then: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use all commercially reasonable efforts to cause file, on or prior to be declared effective (unless it becomes effective automatically upon filing) 30 days after so required or requested pursuant to this Section 2, with the Commission a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)) and shall use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to 90 days after the obligation to file the Shelf Registration Statement arises; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder and such Holder has returned a completed and executed Questionnaire to the Company. For the purposes of this section, “Questionnaire” shall mean a selling security holder questionnaire distributed by the Company to the Holder, which may include an indemnification by such Holder in accordance with Section 5(b). (b) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period Securities, until the earlier of one year (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period date of its effectiveness, (ii) the date that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions any limitations by non-affiliates pursuant to of the Company under clause (d)(1)(i) of Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner provided, however, that results in (Athe six month period shall be replaced with one year) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act are assigned an unrestricted CUSIP number or (assuming for iii) the purpose that the Holders thereof date on which no Notes are not affiliates of the Company) Transfer Restricted Securities (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) the Shelf Registration Statement and the any amendment thereto and any related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, (i) amendment or supplement, to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) the Shelf Registration Statement and any amendment thereto 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 not misleading and (iii) the prospectus related to the Shelf Registration Statement, and any supplement to such prospectus, not to include an 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 case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If (iThe right of each Stockholder to request a registration of Registrable Securities pursuant to Section 1.1(a) shall include the right from and after the first anniversary of the IPO to request that the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (to permit the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, requesting holder to sell Registrable Securities on a “Registration Statement”) on an appropriate form under the Securities Act relating delayed or continuous basis pursuant to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, or any similar rule that may be adopted by the Commission) in accordance with the intended method or methods of disposition by such requesting holder (a “Shelf RegistrationRegistration Statement”); provided, however, that no Holder . Notwithstanding anything to the contrary herein, (other than an Initial Purchaseri) shall be entitled to have the Securities held by it covered by such upon any Shelf Registration Statement unless such Holder agrees in writing to be bound by all having been declared effective, the provisions of this Agreement applicable to such Holder. (b) The Company shall use commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered usable by the Holders holders of Registrable Securities until the earlier of (x) such time as all Registrable Securities that could be sold under such Shelf Registration Statement have been sold or are no longer outstanding; (y) two years from the date of effectiveness; and (z) the date that each Stockholder can sell all Registrable Securities Beneficially Owned by it in accordance with Rule 144(k) under the Securities Act; (ii) if, at any time following the effectiveness of any Shelf Registration Statement, either Stockholder desires to sell Registrable Securities pursuant thereto, such Stockholder shall notify the Company of such intent at least ten Business Days prior to any such sale (any such proposed transaction, a “Take-down Transaction”), and the Company thereupon shall prepare and file within ten Business Days after receipt of such notice a prospectus supplement or post-effective amendment to the Shelf Registration Statement, as necessary, to permit the consummation of such Take-down Transaction; (iii) upon receipt of notice from a Stockholder regarding a Take-down Transaction as provided in clause (ii) of this Section 1.1(b), the Company shall immediately deliver notice to any other holders of Registrable Securities whose Registrable Securities have been included in such Shelf Registration Statement and shall permit such holders to participate in such Take-down Transaction (subject to Section 1.4), it being understood, for the avoidance of doubt, that no holder other the Stockholders shall have the right to initiate a Take-down Transaction; (iv) each holder who participates in a Take-down Transaction shall be deemed through such participation to have represented to the Company that any information previously supplied by such holder to the Company in writing for inclusion in the Shelf Registration Statement, unless modified by such holder by written notice to the Company, remains accurate as of the relevant Securities date of the prospectus supplement or amendment to the Shelf Registration Statement, as applicable; and (v) if the continued use of such Shelf Registration Statement at any time would require the Company to make any public disclosure of material, non-public information, disclosure of which, in the Board’s good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any registration statement filed with the Commission by the Company so that such registration statement would not be materially misleading and (ii) would not be required to be made at such time but for the filing of such registration statement; and the Company has a period bona fide business purpose for not disclosing such information publicly, the Company may, upon giving prompt written notice of one year (or for such longer period if extended pursuant action to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by holders of Registrable Securities, suspend use of the Shelf Registration Statement (ia “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (x) have been sold pursuant thereto more than once during any 12 month period or (iiy) may be freely sold without volume restrictions by non-affiliates pursuant for a period exceeding 45 days on any one occasion. In the case of a Shelf Suspension, the holders of Registrable Securities agree to Rule 144 under suspend use of the Securities Actapplicable prospectus in connection with any sale or purchase of, or any successor rule thereofoffer to sell or purchase, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates Registrable Securities, upon receipt of the Company) (such period being called notice referred to above. Upon the “Shelf Registration Period”). (c) Notwithstanding written request of either the Initiating Stockholder or any other provisions of this Agreement to the contraryParticipating Stockholder, the Company shall cause provide such holder of Registrable Securities in writing with a general statement of the reasons for such postponement and an approximation of the anticipated delay. The Company shall immediately notify the holders of Registrable Securities upon the termination of any Shelf Registration Statement and the related prospectus and any amendment Suspension, amend or supplement theretothe prospectus, as of its respective effective dateif necessary, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) so it does not to contain any untrue statement of a material fact or omit omission and furnish to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case holders of Registrable Securities such numbers of copies of the prospectus in light of as so amended or supplemented as such holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the circumstances under which they were made)Shelf Registration Statement, not misleadingif required by the registration form used by the Company for the shelf registration or by the instructions applicable to such registration form or by the Securities Act or as may reasonably be requested by the Majority Holders.

Shelf Registration. If If, (i) the Company determines that it is not permitted to effect a Registered Exchange Offerbecause of any changes in law, as contemplated by Section 1 hereof, under applicable law SEC rules or regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Co-Issuers are not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer as contemplated by Section 2.1 hereof, (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective on or prior to the 330th day after the Closing Date, or the Exchange Offer is not consummated on or prior to the 360th 395th day after the Issue Closing Date, or (iii) upon the reasonable request of any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Initial Purchasers that holds Securities or (iv) any Holder of Securities is not permitted to participate in the Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are or does not eligible to be exchanged for receive fully tradeable Exchange Securities in pursuant to the Registered Exchange Offer, then, in case of each of clauses (i) through (iv) (each event described in clauses (i) through (iv), a “Shelf Triggering Event”), the Company shall take Co-Issuers and the following actionsGuarantors shall, at their cost: (a) The Company shall, at its cost, prepare and file with the Commission SEC, and thereafter shall use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) under the 1933 Act, no later than the 150th day after the occurence of a registration statement (the “Shelf Triggering Event, a Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (b) The Company shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities for a period of one year (from the date the Shelf Registration Statement is declared effective by the SEC, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (ii) may the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be freely sold without volume restrictions by non-affiliates pursuant extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 144 174 under the Securities Act1933 Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Co-Issuers and the Guarantors may delay the filing of the Shelf Registration Statement or any successor rule delay or suspend the effectiveness thereof, or otherwise transferred for a reasonable period of time, but not in excess of 90 consecutive days nor more than three (3) times during any twelve-month period (each, a manner that results in “Shelf Suspension Period”), if (Ax) the Securities Company’s board of directors determines reasonably and in good faith that because of valid business reasons (not being subject including avoidance of the Co-Issuers’ and the Guarantors’ obligations hereunder), including without limitation proposed or pending corporate developments and similar events or because of filings with the SEC, it is in the best interests of the Co-Issuers or the Guarantors to transfer restrictions under the Securities Act delay such filing or suspend such effectiveness and (By) the absence Co-Issuers provide prior written notice of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that such suspension to the Holders thereof are (which notice shall not affiliates be required to specify the nature of the Company) (such period being called event giving rise to the “Shelf Registration Period”suspension). (c) Notwithstanding notwithstanding any other provisions of this Agreement hereof, use their commercially reasonable efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any 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 (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the prospectus statements, in light of the circumstances under which they were made), not misleading. The Co-Issuers and the Guarantors shall not permit any securities other than Registrable Securities (and any Additional Notes issued under (and as defined in) the Indenture) to be included in the Shelf Registration Statement. The Co-Issuers and the Guarantors further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company shall, at its cost, shall prepare and file with the Commission Commission, and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (as soon as practicable after the “Shelf Registration Statement” andfiling thereof, together with the Exchange Offer Registration Statementbut in no event later than August 13, 2018, a “Registration Statement”) on an appropriate form Statement under the Securities Act relating to the offer and sale of all the Transfer Restricted Securities (as defined in Section 6 hereof) Registrable Shares by the Holders thereof (the “Shelf Registration Statement”) from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act Act. Promptly following the effective date of the Shelf Registration Statement (hereinafterthe “Effective Date”), the Company shall notify the Holders of the effectiveness thereof. (b) Notwithstanding anything in Section 2.01(a), if for any reason the Commission does not permit the Company to include any or all of the Registrable Shares in the initial Shelf Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Registrable Shares by the Holders (a “Shelf RegistrationRule 415 Limitation”), or the Commission informs the Company that any of the Selling Holders would be deemed to be statutory underwriters, the Company shall notify the Holders thereof and use commercially reasonable efforts to promptly file amendments to the initial Shelf Registration Statement as required by the Commission and/or withdraw the initial Shelf Registration Statement and file a new registration statement on Form S-3 or such other form available for registration of the Registrable Shares as a secondary offering, in either case covering the maximum number of Registrable Shares permitted to be registered by the Commission and avoid the Selling Holders being deemed to be statutory underwriters; provided, however, that no Holder (other than an Initial Purchaser) prior to such amendment or subsequent Shelf Registration Statement, the Company shall be entitled obligated to have use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Shares and against the Selling Holders’ being deemed statutory underwriters in accordance with Commission guidance, including without limitation, the Compliance and Disclosure Interpretation “Securities Act Rules” No. 612.09, and the Securities held Act. In the event the Company amends the initial Shelf Registration Statement by it covered means of a post-effective amendment or files a subsequent Shelf Registration Statement, as the case may be, the Company will use commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission, Commission guidance or the Securities Act, one or more additional Shelf Registration Statements covering those Registrable Shares not included in the initial Shelf Registration Statement as amended or any subsequent Shelf Registration Statement previously filed. The number of Registrable Shares that may be included in each such Shelf Registration Statement unless shall be allocated among the Holders thereof in proportion (as nearly as practicable) to the aggregate principal amount or number of Registrable Shares, as applicable, owned by each Holder or in such other proportion as is necessary to avoid the Selling Holders being deemed to be statutory underwriters. If the Commission requires the Company to name any Holder as a statutory underwriter and such Holder agrees in writing does not consent thereto, then such Holder’s Registrable Shares shall not be included on the Shelf Registration Statement and the Company shall have no further obligations under this Section 2.01 or Section 2.02 with respect to be bound the Registrable Shares held by all the provisions of this Agreement applicable to such Holder. (bc) The Shelf Registration Statement shall be on Form S-3 (or any equivalent or successor form) under the Securities Act or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statements as is then available to effect a registration for resale of the Registrable Shares; provided, however, that if the Company has filed the Shelf Registration Statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company shall (i) file a post-effective amendment to the Shelf Registration Statement converting such Registration Statement on Form S-1 to a Registration Statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the Shelf Registration Statement on Form S-1 and file a subsequent Shelf Registration Statement on Form S-3 or any equivalent or successor form or forms. (d) Unless otherwise specifically stated herein, the term “Shelf Registration Statement” shall refer individually to the initial Shelf Registration Statement and to each subsequent Shelf Registration Statement, if any, filed pursuant to Section 2.01(b) or Section 2.01(c). (e) Subject to Section 2.03, the Company shall use commercially reasonable efforts to keep cause the Shelf Registration Statement continuously effective in order to permit the prospectus included therein remain effective, and to be lawfully delivered by supplemented and amended to the Holders of the relevant Securities for a period of one year (or for such longer period if extended pursuant extent necessary to Section 3(j) below) from the Issue Date or such shorter period ensure that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming is available for the purpose that resale of all the Registrable Shares by the Holders thereof are not affiliates until all of the Company) Registrable Shares have ceased to be Registrable Shares (such period being called the “Shelf Registration Effectiveness Period”). (cf) Notwithstanding any other provisions of this Agreement to the contraryWhen effective, the Company shall cause the Shelf Registration Statement and (including the related prospectus and any amendment or supplement thereto, documents incorporated therein by reference) will comply as of its respective effective date, (i) to comply form in all material respects with the all applicable requirements of the Securities Act and the rules Exchange Act and regulations of the Commission and (ii) will not to contain any an 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 not misleading (in the case of any prospectus contained in the prospectus Shelf Registration Statement, in the light of the circumstances under which they were such statements are made); provided, not misleadinghowever, the Company shall have no such obligations or liabilities with respect to any information pertaining to any Holder furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein.

Shelf Registration. If (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer, the Company shall take the following actions: (a) The Company and the Trust shall, at its costwithin 90 calendar days following the first Time of Delivery (as defined in the Purchase Agreement), prepare and file with the Commission and thereafter use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (and, thereafter, shall use their best efforts to cause such Shelf Registration Statement to be declared effective under the Act as defined promptly as practicable and in Section 6 hereof) by no event later than 180 calendar days after the Holders thereof from time Time of Delivery; provided however, that no Holder shall be entitled to time in accordance with the methods of distribution set forth be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus forming a part thereof for resales of Registrable Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such is an Electing Holder. (b) The Company and the Trust shall each use commercially its best efforts: (i) To keep the Shelf Registration Statement continuously effective (subject to any Suspension Period (as defined below)) in order to permit the Prospectus forming a part thereof to be usable by Electing Holders for resales of Registrable Securities for a period of two years after the latest date of original issuance of Preferred Securities, or such shorter period that will terminate upon the earliest of the following: (A) when all the Preferred Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; (B) when all Debentures issued to Holders in respect of Preferred Securities that had not been sold pursuant to the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; (C) when all shares of Common Stock issued upon conversion of any such Preferred Securities or any such Debentures that have not been sold pursuant to the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and (D) when, in the written opinion of counsel to the Trust and the Company, all outstanding Registrable Securities held by persons which are not Affiliates of the Trust or the Company may be resold immediately without registration or restriction, whether under the Act pursuant to Rule 144(k) or any successor provision thereto or otherwise (in any such case, such period being called the "Effectiveness Period"). (ii) After the Effective Time of the Shelf Registration Statement and prior to the end of the Effectiveness Period, promptly upon the request of any Holder that is not then an Electing Holder identified as a selling securityholder in the Prospectus at the Effective Time, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Trust in accordance with Section 3(a)(2) hereof and to provide to the Trust and the Company, in writing, any information with respect to such Holder or the Registrable Securities held by such Holder as is, in the reasonable opinion of counsel to the Trust or the Company, required under applicable law to enable such Holder to use such Prospectus for resales of such Registrable Securities; and (iii) If at any time prior to the end of the Effectiveness Period, the Preferred Securities are convertible into securities other than Common Stock, the Company and the Trust shall, or shall cause any successor under the Trust Agreement to, cause such securities to be included in the Shelf Registration Statement no later than the date on which the Preferred Securities may first be converted into such securities. (c) If (i) on or prior to the date 90 days after the Time of Delivery a Shelf Registration Statement has not been filed with the Commission or (ii) on or prior to the date 180 days after the Time of Delivery such Shelf Registration Statement has not been declared effective (each such event, a "Registration Default"), additional interest ("Liquidated Damages") will accrue on the Debentures, and, accordingly, additional distributions will accrue on the Preferred Securities, from and including the day following such Registration Default until the earlier of such date as the Shelf Registration Statement is filed or declared effective, as the case may be, or the end of the Effectiveness Period. Liquidated Damages will be paid quarterly in arrears (subject to the Company's right to defer the payment of Liquidated Damages during any Extension Period (as defined in the Indenture)), with the first quarterly payment due on the first interest or distribution payment date, as applicable, following the date on which such Liquidated Damages begin to accrue, and will accrue at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount or liquidation preference, as applicable, to and including the 90th day following such Registration Default and one-half of one percent (0.50%) thereof from and after the 91st day following such Registration Default. In the event that the Shelf Registration Statement ceases to be effective during the Effectiveness Period for more than 90 days, whether or not consecutive, during any 12-month period, then the interest rate borne by the Debentures and the distribution rate borne by the Preferred Securities will each increase by an additional one-half of one percent (0.50%) per annum from the 91st day of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the earlier to occur of the Shelf Registration Statement again becoming effective and the end of the Effectiveness Period. (d) The Company and the Trust shall each be deemed not to have used its best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period if either the Trust or the Company voluntarily takes any action that would result in order Electing Holders not being able to permit offer and sell any of their Registrable Securities during such period, unless (i) such action is required by applicable law, (ii) upon the prospectus included therein to be lawfully delivered occurrence of any event contemplated by paragraph 3(d)(2)(iii) below, and such action is taken by the Holders Trust or the Company in good faith and for valid business reasons or (iii) the continued effectiveness of the relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) would require the Trust to disclose a material financing, acquisition or other corporate development, and the proper officers of the Company shall have been sold pursuant thereto or determined in good faith that such disclosure is not in the best interest of the Company and its stockholders and, in the case of clause (ii) may be freely sold without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (such period being called the “Shelf Registration Period”). (c) Notwithstanding any other provisions of this Agreement to the contraryabove, the Company shall cause and the Trust thereafter promptly comply with the requirements of paragraph 3(j) below. Any such period during which the Company and the Trust are permitted to suspend the effectiveness of the Shelf Registration Statement and is referred to herein as the related prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus in light of the circumstances under which they were made), not misleading"Suspension Period."

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company determines that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) any Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated on or prior to the 360th day exchanged for Exchange Securities within 210 days after the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing following the consummation of the Registered so requests with respect to Securities or Private Exchange Offer that such Initial Purchaser holds Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company shall take so elects, then the following actionsprovisions shall apply: (a) The Company shall, at its cost, prepare and Holdings shall use their reasonable best efforts to file as promptly as practicable with the Commission Commission, and thereafter shall use commercially their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 and Holdings shall use commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Transfer Restricted Securities for a period ending on the earlier of one year (or for such longer period if extended pursuant to Section 3(ji) below) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) may be freely sold the date on which the Securities become eligible for resale without volume restrictions by non-affiliates pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose that the Holders thereof are not affiliates of the Company) (in any such case, such period being called the “"Shelf Registration Period”"). The Company and Holdings shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (A) such action is required by applicable law or (B) such action was permitted by Section 2(c). (c) Notwithstanding any other the provisions of this Agreement Section 2(b) (but subject to the contraryprovisions of Section 3(b)), the Company shall cause and Holdings may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending use of the related prospectus Shelf Registration Statement required under applicable securities laws to be issued. (d) Notwithstanding any other provisions hereof, the Company and Holdings will ensure that (i) any Shelf Registration Statement and any amendment or thereto and any prospectus forming part thereof and any supplement thereto, as of its respective effective date, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) not any Shelf Registration Statement and any amendment thereto (in either case, 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 "Holders' Information")) does not, when it becomes effective,` contain any 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 (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (therein, in the case of the prospectus in light of the circumstances under which they were made), not misleading.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, under applicable law or applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated on or prior to the 360th day after within 210 days of the Issue Date, or (iii) any Initial Purchaser notifies the Issuer in writing within 10 business days following the consummation of the Registered Exchange Offer notifies the Company that such the Initial Purchaser holds Transfer Restricted Securities that (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) within 10 business days following consummation of the Registered Exchange Offer notifies the Company that such Holder is not eligible to participate in the Registered Exchange Offer, that such Holder may not resell the Exchange Notes to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or that such Holder is a broker/dealer and holds Initial Securities that are part of an unsold allotment from the original sale of the Notes, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and as promptly as practicable file with the Commission and thereafter shall use commercially reasonable its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf 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 commercially reasonable its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Securities, for a period of one year two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold without volume restrictions by non-affiliates pursuant to are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof, or otherwise transferred ). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in a manner that results in (A) the Holders of Securities covered thereby not being subject able to transfer restrictions under the offer and sell such Securities Act and (B) the absence of a need for a restrictive legend regarding registration and the Securities Act (assuming for the purpose during that the Holders thereof are not affiliates of the Company) (period, unless such period being called the “Shelf Registration Period”)action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective the effective datedate of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the case of the prospectus therein, in light of the circumstances under which they were made), not misleading.