Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) Subject to Section 2.11, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Initial Shelf Registration Statement”) covering all of the Registrable Notes. The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting the resale registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, in the Resale Shelf Registration Statementone or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use its their commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be declared effective by required prior to 180 days following the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(dIssue Date) and 2.11, (y) use their commercially reasonable efforts to keep such Resale the Initial Shelf Registration Statement continuously effective under the Securities Act for a the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or (ii) a selling securityholder in the Resale Subsequent Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness covering all of the Resale Shelf Registration Statement, Registrable Notes covered by and not sold under the Company shall file a supplement to such prospectus or amendment to the Resale Initial Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale or an earlier Subsequent Shelf Registration Statement filed for such purpose to be declared has been become effective by under the Commission as promptly as reasonably practicable after the filing thereofSecurities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company shall not be obligated may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to file any such prospectus supplement or the Holders solely as a result of the filing of a post-effective amendment more frequently than every three monthsto 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 declared effective to permit holders to use the related Prospectus.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act not exchanged in the Exchange Offer, Private Exchange Notes (and related guarantees) and Exchange Notes (and related guarantees) as to which Section 2(c)(iv) is applicable (the “Resale Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement). The Company shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration Statement on or before the applicable Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below); provided, however that if the Company issues Additional Notes, the Company may include the Additional Notes in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Issuers shall use their best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after Securities Act on or before the filing thereof, and, subject to Sections 2.1(d) Effectiveness Date and 2.11, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the date which is two years from the Issue Date (the “Effectiveness Period”), or such shorter period ending when (i) all shares of Common Stock Registrable Securities covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or (ii) a selling securityholder in the Resale Subsequent Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness covering all of the Resale Shelf Registration Statement, Registrable Securities covered by and not sold under the Company shall file a supplement to such prospectus or amendment to the Resale Initial Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale or an earlier Subsequent Shelf Registration Statement filed for such purpose to be has been declared effective by under the Commission as promptly as reasonably practicable after the filing thereofSecurities Act; provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration Statement shall not be obligated extended to file any such the extent required to permit dealers to comply with the applicable prospectus supplement or post-effective amendment more frequently than every three monthsdelivery requirements of Rule 174 under the Securities Act and as otherwise provided herein.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). The Company shall file with the SEC the Initial Shelf Registration Statement”) and as promptly as practicable and, in any event, on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting the resale registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the date ten (10) Business Days prior Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date of effectiveness of that is two years from the Resale Issue Date or such shorter period ending when all Registrable Notes covered by the Initial Shelf Registration Statement shall be named as a selling securityholder have been sold in the Resale manner set forth and as contemplated in the Initial Shelf Registration Statement and the related prospectus. If required by applicable lawor, subject to the terms and conditions hereofif applicable, after effectiveness of the Resale a Subsequent Shelf Registration Statement, (the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof or cease to permit the use of any related Prospectus (including any amendment or supplement), for a reasonable period of time, but not be obligated to file in excess of an aggregate of 60 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines in good faith that the filing of any such prospectus supplement Shelf Registration Statement or postthe continuing effectiveness thereof or the continued use of any such Prospectus (or amendment or supplement) would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11, The Issuers and the Company Guarantors shall prepare and promptly file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration Statement”) and on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting the resale registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statementmanner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuers and the Guarantors shall use its their respective commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the date ten Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (10i) Business Days prior to 360 days after the date of effectiveness of that the Resale Shelf Registration Statement shall be named as a selling securityholder is declared effective, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the Resale manner set forth and as contemplated in the Initial Shelf Registration Statement and the related prospectus. If required by applicable lawor, subject to the terms and conditions hereofif applicable, after effectiveness of the Resale a Subsequent Shelf Registration Statement, or (iii) the Company shall file a supplement to such prospectus or amendment to date on which all Registrable Securities have been otherwise sold (the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer 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.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall promptly file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the Resale Shelf Registration Statement manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and Guarantors shall use commercially reasonable efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers 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.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration StatementRegistration”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement). The Company Issuers shall use its commercially reasonable efforts to cause file with the Resale SEC the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale applicable Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the Resale Shelf Registration Statement manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantees, and Additional Notes (if any) and the related prospectus. If required by applicable lawguarantees, subject to be included in the terms and conditions hereof, after effectiveness of the Resale Initial Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale any Subsequent Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuers shall use commercially reasonable efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is one year from the Effectiveness Date or such shorter period ending when all Registrable Notes covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 75 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11, The Issuer shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). The Issuer shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration. The Initial Shelf Registration Statement”) and shall be on Form F-1 or another appropriate form permitting the resale registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Registrable Notes to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Issuer shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after Securities Act within 240 days of the filing thereof, and, subject to Sections 2.1(d) closing date of the Acquisition and 2.11, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the date that is two years from the closing date of the Acquisition or such shorter period ending when all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or, if applicable, a selling securityholder in the Resale Subsequent Shelf Registration Statement and (the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 90 days in any calendar year (a “Shelf Suspension Period”), if the Management Board of the Issuer determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Management Board of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as reasonably practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale "Initial Shelf Registration"). If the Issuers shall not have yet filed the Exchange Registration Statement”) and permitting , each of the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company Issuers shall use its commercially reasonable best efforts to cause file with the Resale SEC the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, Filing Date and shall use commercially reasonable its best efforts to cause any post-effective amendment to such Resale Initial Shelf Registration Statement filed for such purpose to be declared effective by under the Commission Securities Act on or prior to the Effectiveness Date. Otherwise, each of the Issuers shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as reasonably practicable after thereafter. The Initial Shelf Registration shall be on Form S-l or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the filing thereof; providedmanner or manners designated by them (including, howeverwithout limitation, that the Company one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be obligated included in any Shelf Registration (as defined below). The Issuers shall use their best efforts to file any keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 36 months from the effective date of such prospectus supplement Initial Shelf Registration (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "Effectiveness Period"), or post-such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration (as defined below) covering all of the Registrable Notes has been declared effective amendment more frequently than every three monthsunder the Securities Act.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall use its commercially reasonable efforts to prepare and file not earlier than an initial Shelf Registration Statement under the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale Securities Act covering resales of the Registrable Securities (“Resale Shelf Registration”) by on or before the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration StatementFiling Deadline. The Company shall use its commercially reasonable efforts to cause the Resale such initial Shelf Registration Statement to be declared become effective by no later than four months following the Commission as promptly as reasonably practicable after the initial filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the . The Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall will use its commercially reasonable efforts to cause any post-effective amendment to such Resale initial Shelf Registration Statement filed for such purpose pursuant to this Section 2.1(a) to be declared continuously effective under the Securities Act until the earliest of (i) all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, and (ii) such Registrable Securities cease to be Registrable Securities (the “Effectiveness Period”). Notwithstanding the foregoing, if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Shelf Registration Statement as reasonably practicable after required by the filing thereofCommission, covering the maximum number of Registrable Securities permitted to be registered by the Commission; provided, however, that prior to filing such amendment, the Company shall not be obligated to file use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with applicable Commission guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. In the event that such an amendment is required, the Company shall subsequently file, as promptly as allowed by the Commission or any guidance provided by the Commission to the Company, one or more additional Shelf Registration Statements to register for resale those Registrable Securities that were not registered for resale on the initial Shelf Registration Statement, as amended. The Company will use its commercially reasonable efforts to cause such amendment to the initial Shelf Registration Statement or subsequent Shelf Registration Statement, as applicable, to be continuously effective under the Securities Act during the Effectiveness Period. A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus supplement or post-effective amendment more frequently than every three monthscontained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Shelf Registration Statement becomes effective, but in any event within five (5) Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of a Shelf Registration Statement.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "Initial Shelf Registration"). The Issuers shall use their best efforts to file with the SEC the Initial Shelf Registration on or before the applicable Filing Date. The Initial 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 Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date of effectiveness which is two years from the Issue Date (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Resale Registrable Notes covered by and not sold under the Initial Shelf Registration Statement shall be named as a selling securityholder in the Resale or an earlier Subsequent Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be has been declared effective by under the Commission as promptly as reasonably practicable after the filing thereofSecurities Act; provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall not be obligated extended to file any such the extent required to permit dealers to comply with the applicable prospectus supplement or post-effective amendment more frequently than every three monthsdelivery requirements of Rule 174 under the Securities Act and as otherwise provided herein.

Shelf Registration. (a) Subject The Issuer shall use its best efforts to Section 2.11, file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale "Shelf Registration Statement”Registration") and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale applicable Filing Date. The Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders participating in the Resale Shelf Registration Statement and in the related prospectusmanner or manners designated by them (including, without limitation, one or more underwritten offerings). If required by applicable law, subject The Issuer shall not permit any securities other than the Registrable Securities to be included in the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and Registration. The Issuer shall use commercially reasonable its best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Shelf Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Securities covered by the Commission Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofShelf Registration or cease to be outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); provided, however, that the Company Effectiveness Period in respect of the Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein; provided, further, that the foregoing shall not apply to actions taken by the Issuer in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Issuer within 90 days thereafter complies with the requirements of Section 5(u) hereof. Any such period during which the Issuer fails to keep the Shelf Registration Statement effective and usable for offers and sales of the Registrable Securities or Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Issuer 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 Registrable Securities and Exchange Securities and shall end on the date when each Holder of Registrable Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 5(u) hereof or is advised in writing by the Issuer that use of the prospectus may be obligated to file any such prospectus supplement resumed. If one or postmore Suspension Periods occur, the two-effective amendment more frequently than every three monthsyear period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "Initial Shelf Registration"). The Issuers shall use all reasonable efforts to file with the SEC the Initial Shelf Registration on or before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is two years from the Issue Date or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or cease to be outstanding, (ii) all Registrable Notes are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof"Effectiveness Period"), and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any Shelf Registration or Prospectus or preliminary prospectus included therein. No holder of Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder not materially misleading and does not omit to state a material fact required to be obligated stated therein or necessary in order to file any such prospectus supplement or post-effective amendment more frequently than every three monthsmake the statements therein not misleading in light of the circumstances under which they were made.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). The Issuers shall use their respective reasonable best efforts to file with the SEC the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale applicable Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the Resale manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantees to be included in the Initial Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale or any Subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuers shall use commercially their respective reasonable best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Notes covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 90 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject As soon as practicable following the Closing of the issuance to Section 2.11ETE of the Covered ETP Units pursuant to the terms of the Contribution Agreement, but in any event within 90 days of the Company Closing, ETP shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect under the Securities Act to permit the public resale of the Registrable Securities (“Resale Shelf Registration”) from time to time as permitted by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement). The Company ETP shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective by the Commission as promptly as reasonably practicable no later than 180 days after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Closing (the “Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectusRegistration”). If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale The Shelf Registration Statement filed for pursuant to this Section 2.1(a) shall be on such purpose to be declared effective by appropriate registration form of the Commission as promptly as reasonably practicable after the filing thereofshall be selected by ETP; provided, however, that if a prospectus supplement will be used in connection with the Company marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall not notify ETP in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be obligated to file any used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, ETP shall use its commercially reasonable efforts to include such information in such a prospectus supplement. ETP will cause the Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act until all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in the Shelf Registration Statement or post-there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). The Shelf Registration Statement when declared effective amendment more frequently than every three months(including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and as promptly as practicable file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale "Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration StatementRegistration"). The Company shall use its commercially reasonable best efforts to cause file with the Resale SEC the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale applicable Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the Resale manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale or any Subsequent Shelf Registration Statement, the (as defined below). The Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable its best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Notes covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 60 days in any calendar year (a "Shelf Suspension Period"), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.112.11 hereof, the Company shall prepare and file not earlier later than 365 days after the first anniversary consummation date of the IPO Date and not later than thirteen (13) months after the IPO DateCompany’s initial public offering, a “shelf” registration statement with respect to the resale of all of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of the resale of such Registrable Securities by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.112.11 hereof, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) 10 Business Days prior to the date such time of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectusprospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less frequently than once a quarter as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months.

Shelf Registration. (a) Subject to Section 2.112.10, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen fourteen (1314) months after the IPO Dateconsummation date of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d2.1(c) and 2.112.10, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date such time of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectusprospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months.

Shelf Registration. (a) Subject to Section 2.112.14, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen fourteen (1314) months after the IPO Dateconsummation date of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d2.4(d) and 2.112.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date such time of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectusprospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration StatementRegistration”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement). The Company Issuers shall use its commercially reasonable efforts to cause file with the Resale SEC the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale applicable Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the Resale manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantees to be included in the Initial Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale or any Subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuers shall use commercially reasonable efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is one year from the Effectiveness Date or such shorter period ending when all Registrable Notes covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the “Effective­ness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 75 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (a30) Subject to Section 2.11, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months days after the IPO Closing Date, file a “shelf” registration statement with respect Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities (“Resale Shelf Registration”) held by the Holders thereof from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on an appropriate form for an offering the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be made declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a delayed shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or continuous basis such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the “Resale Shelf Commission then in effect) at any time beginning on the effective date for such Registration Statement”) and permitting . A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of such Registrable Securities by such Holders in accordance with methods legally available to, and requested by, the methods of distribution set forth in the Resale Shelf Registration StatementHolders. The Company shall use its commercially reasonable best efforts to cause the Resale Shelf a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be declared effective supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Commission as promptly as reasonably practicable after the filing thereof, and, subject Holders until all such Registrable Securities have ceased to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer be Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to As soon as practicable following the Company on or prior to the date ten (10) Business Days prior to the effective date of effectiveness of the Resale Shelf a Registration Statement shall be named as a selling securityholder filed pursuant to this subsection 2.1.1, but in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness any event within five (5) business days of the Resale Shelf Registration Statementsuch date, the Company shall file notify the Holders of the effectiveness of such Registration Statement. When effective, a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be declared effective by stated therein or necessary to make the Commission as promptly as reasonably practicable after statements therein not misleading (in the filing thereof; providedcase of any Prospectus contained in such Registration Statement, however, that in the Company shall not be obligated to file any light of the circumstances under which such prospectus supplement or post-effective amendment more frequently than every three monthsstatement is made).

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Initial Shelf Registration Statement”) covering all of the Registrable Notes. The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting the resale registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, in the Resale Shelf Registration Statementone or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use its their commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the filing thereof, and, subject to Sections 2.1(dIssue Date) and 2.11, (y) use their commercially reasonable efforts to keep such Resale the Initial Shelf Registration Statement continuously effective under the Securities Act for a the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or (ii) a selling securityholder in the Resale Subsequent Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness covering all of the Resale Shelf Registration Statement, Registrable Notes covered by and not sold under the Company shall file a supplement to such prospectus or amendment to the Resale Initial Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale or an earlier Subsequent Shelf Registration Statement filed for such purpose to be has been declared effective by under the Commission as promptly as reasonably practicable after the filing thereofSecurities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company shall not be obligated may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to file any such prospectus supplement or the Holders solely as a result of the filing of a post-effective amendment more frequently than every three monthsto 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 declared effective to permit holders to use the related Prospectus.

Shelf Registration. (a) Subject to Section 2.11During the Shelf Registration Period, if the Company shall prepare and file receive from the Holders holding not earlier less than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale majority of the Registrable Securities then outstanding a written request that the Company effect a registration on Form S-3 with respect to all or part of the Registrable Securities owned by such Purchasers, the Company will as soon as reasonably practicable, effect such registration (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale "Shelf Registration Statement”") and permitting all such qualifications and compliances as may be so requested and as would permit or facilitate the resale distribution of all or such portion of such Holders' Registrable Securities by as are specified in such Holders in accordance with the methods request exclusively to partners, limited partners, retired partners, retired limited partners, members, retired members and stockholders of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofHolders; provided, however, that the Company shall not be obligated to file effect any such registration, qualification or compliance pursuant to this Section 5.3, if Form S-3 is not available to the Company for such offering. The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement effective, current and available for use by the Purchasers during the Shelf Registration Period. While the Shelf Registration Statement remains in effect, the Company may at any time and from time to time deliver to the Holders written notice to the effect that distributions may not be effected under the Shelf Registration Statement for a period of time (a "Blackout Period") because of the existence of material facts not disclosed or incorporated by reference in such Shelf Registration Statement and in the then-current prospectus supplement or post-effective amendment more frequently than every three monthsincluded therein; provided, however, that the duration of any Blackout Period shall not exceed ninety (90) days. Upon receipt of any such notice, the Holders shall refrain from distributing Registrable Securities under such Shelf Registration Statement until the Holders have received notice from the Company to the effect that such distributions may then be effected. The Company shall as promptly as reasonably possible update the Shelf Registration Statement and the prospectus included therein in order to permit Registrable Securities to be distributed, and the Shelf Registration Period shall automatically be extended by the aggregate number of days during which the Holders were instructed to refrain from distributing Registrable Securities during all Blackout Periods, without duplication.

Shelf Registration. (a) Subject to Section 2.11During the Shelf Registration Period, if the Company shall prepare and file receive from the Holders holding not earlier less than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale majority of the Registrable Securities then outstanding a written request that the Company effect a registration on Form S-3 with respect to all or part of the Registrable Securities owned by such Purchasers, the Company will as soon as reasonably practicable, effect such registration (a “Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting all such qualifications and compliances as may be so requested and as would permit or facilitate the resale distribution of all or such portion of such Holders’ Registrable Securities by as are specified in such Holders in accordance with the methods request exclusively to partners, limited partners, retired partners, retired limited partners, members, retired members and stockholders of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofHolders; provided, however, that the Company shall not be obligated to file effect any such registration, qualification or compliance pursuant to this Section 5.3, if Form S-3 is not available to the Company for such offering. The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement effective, current and available for use by the Purchasers during the Shelf Registration Period. While the Shelf Registration Statement remains in effect, the Company may at any time and from time to time deliver to the Holders written notice to the effect that distributions may not be effected under the Shelf Registration Statement for a period of time (a “Blackout Period”) because of the existence of material facts not disclosed or incorporated by reference in such Shelf Registration Statement and in the then-current prospectus supplement or post-effective amendment more frequently than every three monthsincluded therein; provided, however, that the duration of any Blackout Period shall not exceed ninety (90) days. Upon receipt of any such notice, the Holders shall refrain from distributing Registrable Securities under such Shelf Registration Statement until the Holders have received notice from the Company to the effect that such distributions may then be effected. The Company shall as promptly as reasonably possible update the Shelf Registration Statement and the prospectus included therein in order to permit Registrable Securities to be distributed, and the Shelf Registration Period shall automatically be extended by the aggregate number of days during which the Holders were instructed to refrain from distributing Registrable Securities during all Blackout Periods, without duplication.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and as promptly as practicable file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Company shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration Statement”) and on or prior to the Filing Date. The Initial Shelf Registration shall be on Form X-0, Xxxx X-0 or another appropriate form permitting the resale registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, one or more underwritten offerings). Except in the Resale case of an automatically effective shelf registration statement pursuant to Rule 462(e) under the Securities Act, the Company shall not permit any securities other than the Registrable Securities and the Guarantees and the Notes and the related guarantees to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the date ten Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earlier of (10i) Business Days prior to the date of effectiveness of that is two years from the Resale Issue Date and (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement shall be named as a selling securityholder have been sold in the Resale manner set forth and as contemplated in the Initial Shelf Registration Statement and the related prospectus. If required by applicable lawor, subject to the terms and conditions hereofif applicable, after effectiveness of the Resale a Subsequent Shelf Registration Statement, (the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of 90 days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, 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.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale "Initial Shelf Registration"). The Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale applicable Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the Resale manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale or any Subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuers shall use commercially their reasonable best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Notes covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the "Effectiveness Period"); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall not be obligated extended to file any such the extent required to permit dealers to comply with the applicable prospectus supplement delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or post-effective amendment more frequently than every three monthsrevised to reduce the two year holding period set forth therein.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Initial Shelf Registration Statement”) covering all of the Registrable Notes. The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after such Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting the resale registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statementmanner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use its their commercially reasonable efforts to cause the Resale Shelf Initial Self Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable Securities Act on or prior to 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the filing thereof, and, subject to Sections 2.1(dIssue Date) and 2.11, (y) use their commercially reasonable efforts to keep such Resale the Initial Shelf Registration Statement continuously effective under the Securities Act for a the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or (ii) a selling securityholder in the Resale Subsequent Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness covering all of the Resale Shelf Registration Statement, Registrable Notes covered by and not sold under the Company shall file a supplement to such prospectus or amendment to the Resale Initial Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale or an earlier Subsequent Shelf Registration Statement filed for such purpose to be has been declared effective by under the Commission as promptly as reasonably practicable after the filing thereofSecurities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company shall not be obligated may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to file any such prospectus supplement or the Holders solely as a result of the filing of a post-effective amendment more frequently than every three monthsto 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 declared effective to permit holders to use the related Prospectus.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Initial Shelf Registration Statement”) covering all of the Registrable Notes. The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting the resale registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, in the Resale Shelf Registration Statementone or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use its their commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be declared effective by required prior to 180 days following the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(dIssue Date) and 2.11, (y) use their commercially reasonable efforts to keep such Resale the Initial Shelf Registration Statement continuously effective under the Securities Act for a the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or (ii) a selling securityholder in the Resale Subsequent Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness covering all of the Resale Shelf Registration Statement, Registrable Notes covered by and not sold under the Company shall file a supplement to such prospectus or amendment to the Resale Initial Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale or an earlier Subsequent Shelf Registration Statement filed for such purpose to be declared has been become effective by under the Commission as promptly as reasonably practicable after the filing thereofSecurities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company shall not be obligated may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to file any such prospectus supplement or the Holders solely as a result of the filing of a post-effective amendment more frequently than every three monthsto 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 declared effective to permit holders to use the related Prospectus.

Shelf Registration. (ai) Subject to Section 2.11, From and after such time as the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen becomes eligible to register securities on a Form F-3, or any successor or similar form, any Demand Rights Shareholder may make a written request (13) months after the IPO Date, a “shelf” Shelf Demand”) that the Company file a shelf registration statement with respect to the resale of the Registrable Securities (a “Resale Shelf RegistrationRegistration Statement”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (the a “Resale Shelf Registration StatementRegistration”) and permitting undertake any related qualification or compliance, with respect to all or part of the resale of such Registrable Securities Shares owned by such Holders Shareholder (a “Shelf Demanding Shareholder”). The Company shall (i) promptly, and in accordance any event within ten (10) days of its receipt of a Shelf Demand, give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Registrable Shares to the extent that the addresses of those Shareholders are known to the Company (the “Shelf Notice”), and (ii) as soon as practicable, use its commercially reasonable efforts to file such Shelf Registration Statement under the Securities Act at the earliest practicable date, but in any event not later than forty (40) days after receipt of the Shelf Demand, and use its commercially reasonable efforts to have such Shelf Registration Statement thereafter become effective with the methods Commission at the earliest practicable date and to effect, at the earliest practicable date, such registration under the Securities Act of distribution set forth in (x) the Resale Registrable Shares that the Company has been so requested to register by the Shelf Demanding Shareholder and (y) all other Registrable Shares that the Company has been so requested to register by written request of a Shareholder (a “Shelf Participating Shareholder”) given to the Company within ten (10) days after such Shareholder’s receipt of the Shelf Notice. Each Shelf Demanding Shareholder and Shelf Participating Shareholder shall be permitted to request that the Company register an undetermined amount of Registrable Shares if the Company is, or will be at the time of filing, a Well-Known Seasoned Issuer entitled to file an automatically effective Shelf Registration Statement. The Company shall agrees to use its commercially reasonable efforts to cause keep the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective, including by renewing or re-filing upon expiration, for the period beginning on the date on which the Shelf Registration Statement becomes effective for a period ending when under the Securities Act until the earlier to occur of (A) the day after the date on which all shares of Common Stock the Registrable Shares covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire have been sold pursuant to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement or another registration statement and (B) the first date on which there shall cease to be named as a selling securityholder in the Resale any Registrable Shares covered by such Shelf Registration Statement and Statement. The Company further agrees, if necessary, to supplement or amend the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if required by the rules and regulations of the Commission or instructions applicable to the registration form used by the Company shall file a supplement for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration, and the Company agrees to such prospectus or amendment furnish to the Resale Shareholders whose Registrable Shares are included in such Shelf Registration Statement as necessary copies of any such supplement or amendment promptly after its being issued or filed with the Commission. No registration requested by any Shareholder pursuant to name as selling securityholders therein any other Holders this Section 2.1(g) shall be deemed a Registration Demand. A Shareholder that provide receives a Shelf Notice shall not make a Shelf Demand within three-hundred sixty (360) days of receipt of such Shelf Notice. If at the time a request for a Shelf Registration is made under this Section 2.1(g), there is a Form F-3 on file pursuant to which the requesting Shareholder shall be entitled to dispose of all its Registrable Shares that it has requested to register, then the Company’s obligation to file a registration statement under this Section 2.1(g) shall be deemed satisfied. Notwithstanding anything to the Company contrary herein, at any time that a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for registering Registrable Shares of a Shareholder shall be effective, such purpose Shareholder shall be permitted to effect an unlimited number of non-underwritten offerings or shelf-take-downs of Registrable Shares off the Shelf Registration Statement (which may be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; providedunderwritten Public Offerings), howeverincluding any underwritten “block trades” without notice to or inclusion of any other Shareholder’s Registrable Shares, it being understood that the Company Company’s obligations in Section 2.1 shall not in no way be obligated to file any reduced in such prospectus supplement or post-effective amendment more frequently than every three monthscase.

Shelf Registration. (a) Subject to Section 2.11As soon as practicable following the Closing, but in no event more than 30 days following the Closing Date, the Company shall use its commercially reasonable efforts to prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Registration Statement under the Securities Act (covering the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration StatementSecurities. The Company shall use its commercially reasonable efforts to cause the Resale such Shelf Registration Statement to be declared become effective by the Commission as promptly as reasonably practicable after the date of filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep of such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by (the Resale Shelf Registration Statement are no longer Registrable Securities“Filing Date”). Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the The Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall will use its commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose pursuant to this Section 2.1(a) to be declared continuously effective under the Securities Act until the earliest of (i) all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding or (iii) three years from the Effective Date (the “Effectiveness Period”). A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on such appropriate registration form of the Commission as promptly as reasonably practicable after shall be selected by the filing thereofCompany; provided, however, that if the Company is a WKSI at the time a Shelf Registration Statement is required to be filed hereunder, such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Shelf Registration Statement filed pursuant to this Section 2.1(a) becomes effective, but in any event within five Business Days of such date, the Company shall not provide the Holders with written notice of the effectiveness of a Shelf Registration Statement; provided that no such notice shall be obligated to file any required if such prospectus supplement or post-effective amendment more frequently than every three monthsShelf Registration Statement is an Automatic Shelf Registration Statement.

Shelf Registration. (a) Subject to Section 2.11, The Issuer shall promptly file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Issuer shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the Resale Shelf Registration Statement manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Registrable Securities and the Guarantees and the Senior Subordinated Notes and the related prospectus. If required by applicable law, subject guarantees to be included in the terms and conditions hereof, after effectiveness of the Resale Initial Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale any Subsequent Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuer shall use commercially its respective reasonable best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years from the Issue Date (ii) such shorter period ending when all Registrable Securities covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the “Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer 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.

Shelf Registration. The Issuer shall as promptly as reasonably practicable use its best efforts to file (aand shall cause any then existing Subsidiary Guarantor to file) Subject to Section 2.11, with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Notes Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the "Initial Shelf Registration"). If the Issuer (and any then existing Subsidiary Guarantor) shall have not yet filed the Exchange Registration Statement, the Issuer shall use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration as promptly as practicable and shall use its best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act. Otherwise, the Issuer shall use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration as promptly as practicable after delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter. The Initial 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 Issuer shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration (as defined below). The Issuer shall use its best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the second anniversary of the Issue Date (subject to extension pursuant to the last paragraph of Section 5 hereof) or such earlier date as may be then authorized under Rule 144(k) under the Securities Act (the “Resale "Effectiveness 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 permitting as contemplated in the resale Initial Shelf Registration or are otherwise eligible for sale under Rule 144 by the Holders without restriction by virtue of such Registrable Securities by such Holders in accordance with the methods operation of distribution the volume limitations set forth in the Resale such Rule or (ii) a Subsequent Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause (as defined below) covering all of the Resale Shelf Registration Statement to be Registrable Notes has been declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsSecurities Act.

Shelf Registration. (a) Subject to Section 2.11Promptly after the date hereof and in any event on or before July 21, 1999, the Company Issuer shall prepare and file not earlier than cause to be filed the first anniversary of Shelf Registration Statement providing for the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) sale by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of all of the Warrant Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with terms hereof, and the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall Issuer will use its commercially reasonable best efforts to cause the Resale such Shelf Registration Statement to be declared effective by the Securities and Exchange Commission as promptly as reasonably practicable after (the filing thereof"SEC") on or before August 21, and, subject 1999. The Issuer agrees to Sections 2.1(d) and 2.11, use its best efforts to keep such Resale the Shelf Registration Statement with respect to the Warrant Securities continuously effective for a period ending when so long as any Holder holds Warrant Securities until such time as each Holder has received an opinion of counsel to the Issuer (which opinion and counsel shall be satisfactory to the Holders) to the effect that each such Holder is permitted under Rule 144 to the dispose of all shares of Common Stock covered by its Warrant Securities without such registration. The Issuer further agrees to amend the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed if and executed Notice and Questionnaire as required by the rules, regulations or instructions applicable to the Company on or prior to registration form used by the date ten (10) Business Days prior to the date of effectiveness of the Resale Issuer for such Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofSecurities Act or any rules and regulations thereunder; provided, however, that the Company Issuer shall not be obligated deemed to file have used its best efforts to keep the Shelf Registration Statement effective if it voluntarily takes any action that would result in selling Holders not being able to sell Warrant Securities covered thereby, unless such prospectus supplement action is permitted by this Agreement or required under applicable law or the Issuer has filed a post-effective amendment more frequently than every three monthsto the Shelf Registration Statement and the SEC has not declared it effective. The registration pursuant to this Section 2 shall be effected by the filing of a Shelf Registration Statement on Form S-1 or Form S-3 (provided that if Form S-3 is used, the Prospectus shall contain the information that would have been required to be included therein had Form S-1 been used) or on Form SB-2; provided, however, that if the intended method of disposition by the Holders is to be an underwritten offering, the Issuer shall use such form of Registration Statement as is acceptable to the underwriters.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect SEC on or prior to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Filing Date a "shelf" Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale "INITIAL SHELF REGISTRATION"). The Initial Shelf Registration Statement”) and shall be on Form S-1 or another appropriate form permitting the resale registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective and useable under the Securities Act until the date ten (10) Business Days prior which is 24 months from the Effectiveness Date; subject to extension pursuant to the date last paragraph of effectiveness Section 5 hereof (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Resale Registrable Notes has been declared effective under the Securities Act; PROVIDED, HOWEVER, that the Effectiveness Period shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. The Company shall be entitled to suspend any Initial Shelf Registration Statement and the duration of such suspension shall be named as a selling securityholder excluded from the calculation of the twenty-four month period described in the Resale previous paragraph. Such suspension may be effected only if the Board of Directors of the Company determines reasonably and in good faith that the Initial Shelf Registration Statement and would materially impede, delay or interfere with any material financing, offer or sale of securities by the related prospectus. If required by applicable lawCompany, subject to the terms and conditions hereofacquisition, after effectiveness of the Resale Shelf Registration Statement, corporate reorganization or other significant transaction involving the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any of its Subsidiaries, which material financing, offer or sale of securities, acquisition, corporate reorganization or other Holders that provide to significant transaction is under active consideration by the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to at the initial date time of effectivenesssuch suspension described above; PROVIDED, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, howeverHOWEVER, that the Company shall not be obligated entitled to file any more than two suspensions, each of no longer than 6 weeks duration, in such prospectus supplement twenty-four month period. If the Company shall so suspend the Initial Shelf Registration it shall, as promptly as possible, deliver a certificate signed by the Chief Executive Officer or post-effective amendment more frequently than every three monthsPresident of the Company to the selling Holders as to such determination, and the Holders shall receive an extension of the registration period equal to the number of days of the suspension.

Shelf Registration. (a) Subject to Section 2.11Within 180 calendar days of the Initial Closing Date, the Company Partnership shall use commercially reasonable efforts to prepare and file not earlier than a Shelf Registration Statement with the first anniversary SEC to permit the public resale of all Registrable Securities on the IPO Date terms and not later than thirteen conditions specified in this Section 2.01 (13) months after the IPO Date, a “shelf” Registration Statement”). The Registration Statement filed with the SEC pursuant to this Section 2.01(a) shall be on Form S-3 or, if Form S-3 is not then available to the Partnership, on Form S-1 or such other form of registration statement with respect as is then available to the effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Registration Statement to sell such Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the “Resale Shelf SEC then in effect) at any time beginning on the Effective Date for such Registration Statement”) and permitting the resale of ; provided, however, such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration StatementStatement shall not be filed on a shelf registration statement that automatically becomes effective upon filing. The Company Partnership shall use its commercially reasonable efforts to cause the Resale Shelf a Registration Statement filed pursuant to this Section 2.01(a) to be declared effective by the Commission as promptly as reasonably practicable within 360 calendar days after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Initial Closing Date (the “Effectiveness Deadline”). A Registration Statement continuously effective shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Selling Holders, including by way of an Underwritten Offering, if such an election has been made pursuant to Section 2.04 of this Agreement. During the Effectiveness Period, the Partnership shall use commercially reasonable efforts to cause a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer filed pursuant to this Section 2.01(a) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available for the resale of the Registrable Securities until the date on which all Registrable Securities have ceased to be Registrable Securities. Each Initial Holder that has delivered The Partnership shall prepare and file a duly completed supplemental listing application with the NYSE (or such other national securities exchange on which the Warrant Common Unit Registrable Securities are then listed and executed Notice and Questionnaire traded) to list the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Warrant Common Unit Registrable Securities covered by a Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment have such Warrant Common Unit Registrable Securities approved for listing on the NYSE (or such other national securities exchange on which the Registrable Securities are then listed and traded) by the Effective Date of such Registration Statement, subject only to official notice of issuance. Within two Business Days of the Effective Date of a Registration Statement, the Partnership shall notify the Selling Holders of the effectiveness of such Resale Shelf Registration Statement. When effective, a Registration Statement filed for such purpose (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be declared effective by stated therein or necessary to make the Commission as promptly as reasonably practicable after statements therein not misleading (in the filing thereof; providedcase of any prospectus contained in such Registration Statement, however, in the light of the circumstances under which a statement is made). If the Managing Underwriter of any proposed Underwritten Offering of Registrable Securities (other than an Underwritten Offering of Included Registrable Securities pursuant to Section 2.02) advises the Partnership that the Company inclusion of all of the Selling Holders’ Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall not include the number of Registrable Securities that such Managing Underwriter advises the Partnership can be obligated sold without having such adverse effect, with such number to file be allocated (i) first, to the Selling Holders, allocated among such Selling Holders pro rata on the basis of the number of Registrable Securities held by each such Selling Holder or in such other manner as such Selling Holders may agree, and (ii) second, to any such prospectus supplement or post-effective amendment more frequently than every three monthsother holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities.

Shelf Registration. The Demanding Original Holders may at any time and from time to time request in writing that the Company file a Registration Statement for a shelf registration statement under Rule 415 of the Securities Act on Form F-1 (the “Form F-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form F-3, the Demanding New Holders or the Demanding Original Holders may at any time and from time to time request in writing that the Company file a Form F-3 Shelf (together with the Form F-1 Shelf, each a “Shelf”), in each case, covering the resale of all or part of their Registrable Securities on a delayed or continuous basis (a “Demand Shelf Registration”). The Company will within ten (10) days of the Company’s receipt of the Demand Shelf Registration notify (a) Subject in the case of a Demand Shelf Registration for a Form F-1 Shelf, all Demanding Original Holders and (b) in the case of a Demand Shelf Registration for a Form F-3 Shelf, all Holders of Registrable Securities of the demand, and in each case, each Holder who wishes to Section 2.11, include all or a portion of such Holder’s Registrable Securities in a Shelf pursuant to the Demand Shelf Registration shall so notify the Company within fifteen (15) days after the receipt by the Holder of the notice from the Company. The Company shall prepare file the Shelf within forty-five (45) days of the Company’s receipt of the Demand Shelf Registration, and file not earlier use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter and no later than the first anniversary earlier of (x) the IPO Date 90th calendar day (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date and not later than thirteen (13y) months the tenth (10th) Business Day after the IPO Datedate the Company is notified (orally or in writing, a whichever is earlier) by the Commission that the Registration Statement will not be “shelfreviewed” registration statement with respect or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis included therein pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) any method or combination of methods legally available to, and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statementrequested by, any Holder named therein. The Company shall use its commercially reasonable efforts to cause maintain the Resale Shelf Registration Statement to be declared effective by in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, may be necessary to keep such Resale a Shelf Registration Statement continuously effective and available for a period ending when use to permit all shares Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of Common Stock covered by the Resale Shelf Registration Statement Securities Act until such time as there are no longer any Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire , subject in each case to the provisions of this Agreement that permit the Company on or prior to suspend the use of the Registration Statement in the circumstances, and subject to the date terms and conditions, set forth in those provisions. If, at any time the Company shall have qualified for the use of a Form F-3 Shelf or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Form F-1 Shelf, then the Company shall, as soon as reasonably practical, convert such outstanding Form F-1 Shelf into a Form F-3 Shelf. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this Section 2.4, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to Section 2.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this Section 2.4, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify for and wish to request an Underwritten Offering from such Shelf (a “Shelf Underwriting Request”), such Underwritten Offering shall follow the procedures of subsection 2.1 (including subsection 2.1.3 and subsection 2.1.4) but such Underwritten Offering (including, for purposes of clarity, any Underwritten Block Trade) shall be made from the Shelf and shall count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1; provided that, in the event that the Underwritten Offering is being made from a Form F-3 Shelf, (i) the period of time for the Company to notify all other Holders of Registrable Securities of the Company’s receipt of the applicable Demand Registration shall be reduced from ten (10) days (as set forth in subsection 2.1.1) to two (2) Business Days and (ii) the period of time that the Holders have to respond to such notice shall be reduced from fifteen (15) days (as set forth in subsection 2.1.1) to three (3) Business Days. Notwithstanding anything herein to the contrary, if the Demanding New Holders or the Demanding Original Holders (as applicable) wish to engage in an underwritten block trade or similar underwritten transaction with a two (2) Business Day or less marketing period (collectively, “Underwritten Block Trade”) off of a Form F-3 Shelf, then notwithstanding the time periods provided for herein, such Demanding New Holders or Demanding Original Holders (as applicable) only need to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement day such offering is to commence and the related prospectus. If required by applicable law, subject Holders of other Registrable Securities shall not be entitled to the terms and conditions hereof, after effectiveness notice of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, Underwritten Block Trade and shall use commercially reasonable efforts not be entitled to cause any post-effective amendment to participate in such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofUnderwritten Block Trade; provided, however, that the Demanding New Holders or the Demanding Original Holders (as applicable) requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company shall not be obligated beginning at least ten (10) days prior to file any such notifying the Company of its request for an Underwritten Block Trade in order to facilitate preparation of the Registration Statement (if applicable), prospectus supplement or post-effective amendment more frequently than every three monthsand other offering documentation related to the Underwritten Block Trade.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). The Notes Issuer shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration. The Initial Shelf Registration Statement”) and shall be on Form S-1 or another appropriate form permitting registration of the Registrable Notes for resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Notes Issuer shall not permit any securities other than the Registrable Notes to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Notes Issuer shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after Securities Act within 365 days of the filing thereof, and, subject to Sections 2.1(d) one-year anniversary of the Issue Date and 2.11, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the date that is three years from the Issue Date or such shorter period ending when all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or, if applicable, a selling securityholder in the Resale Subsequent Shelf Registration Statement and (the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. Notwithstanding anything to the contrary in this Agreement, at any time, the Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 90 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Notes Issuer determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Notes Issuer, would be detrimental to the Notes Issuer (or to any of the Parent Guarantors, if such Parent Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). The Issuers shall file with the SEC the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11in any event, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale applicable Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the Resale manner or manners designated by them (including, without limitation, one or more Underwritten Offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale or any Subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuers shall use commercially their reasonable best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Notes covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof or cease to permit the use of any related Prospectus (including any amendment or supplement), for a reasonable period of time, but not be obligated to file in excess of an aggregate of 60 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines in good faith that the filing of any such prospectus supplement Shelf Registration Statement or postthe continuing effectiveness thereof or the continued use of any such Prospectus (or amendment or supplement) would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as reasonably practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale "Initial Shelf Registration"). If the Issuers shall not have yet filed the Exchange Registration Statement, each of the Issuers shall file with the Commission the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, Filing Date and shall use commercially reasonable its best efforts to cause any post-effective amendment to such Resale Initial Shelf Registration Statement filed for such purpose to be declared effective by under the Commission Securities Act on or prior to the Effectiveness Date. Otherwise, each of the Issuers shall file as promptly as reasonably practicable after (such period not to exceed 45 days) with the filing thereof; providedCommission the Initial Shelf Registration upon the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial 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, howeverwithout limitation, that the Company one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be obligated included in any Shelf Registration. Each of the Issuers shall use its best efforts to file any keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 24 months from the Issue Date (or, if Rule 144(k) under the Securities Act is amended to permit unlimited resales by non-affiliates within a lesser period, such prospectus supplement lesser period) (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "Effectiveness Period") or post-such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes has been declared effective amendment more frequently than every three monthsunder the Securities Act.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as reasonably practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Shelf "INITIAL SHELF REGISTRATION"). If the Issuers shall not have yet filed the Exchange Registration Statement”) and permitting , each of the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company Issuers shall use its commercially reasonable best efforts to cause file with the Resale SEC the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, Filing Date and shall use commercially reasonable its best efforts to cause any post-effective amendment to such Resale Initial Shelf Registration Statement filed for such purpose to be declared effective by under the Commission Securities Act on or prior to the Effectiveness Date. Otherwise, each of the Issuers shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as reasonably practicable after thereafter. The Initial Shelf Registration shall be on Form S-l or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the filing thereof; providedmanner or manners designated by them (including, howeverwithout limitation, that the Company one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be obligated included in any Shelf Registration (as defined below). The Issuers shall use their best efforts to file any keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 36 months from the effective date of such prospectus supplement Initial Shelf Registration (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "EFFECTIVENESS PERIOD"), or post-such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration (as defined below) covering all of the Registrable Notes has been declared effective amendment more frequently than every three monthsunder the Securities Act.

Shelf Registration. (a) Subject to Section 2.11Under the circumstances set forth below, the Company Issuers shall prepare and as promptly as reasonably practicable file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). If the Issuers shall not have yet filed the Exchange Registration Statement, each of the Issuers shall file with the Commission the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, Filing Date and shall use commercially its reasonable best efforts to cause any post-effective amendment to such Resale Initial Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall file with the Commission the Initial Shelf Registration within 90 days of the delivery of the Shelf Notice and shall use their best efforts to cause such Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration shall be on Form F-1 or another appropriate form permitting registration of the Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration. The Issuers shall use their best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 24 months from the Issue Date (or, if Rule 144(k) under the Securities Act is amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the last paragraph of Section 5 hereof) (the “Effectiveness Period”) or such shorter period ending when (i) all Registrable Notes covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereof; provided, however, that Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Company shall not be obligated to file any such prospectus supplement or post-Registrable Notes has been declared effective amendment more frequently than every three monthsunder the Securities Act.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and promptly file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). The Company shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration Statement”) and on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting the resale registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, one or more Underwritten Offerings). The Company shall not permit any securities other than the Registrable Notes (and the related Guarantees) to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration. The Company shall use its commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the date ten Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (10i) Business Days prior to the date of effectiveness that is one year following the effective date of the Resale Initial Shelf Registration Statement shall be named as a selling securityholder in or (ii) the Resale Shelf Registration Statement and date upon which all Registrable Notes have been sold (the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of 60 consecutive days or more than 90 days in the aggregate during any 12-month period (a “Shelf Suspension Period”), if the Board of Directors of Parent determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration or post-effective amendment more frequently than every three monthsthe continuing effectiveness thereof would require the disclosure of non−public material information that, in the reasonable judgment of the Board of Directors of Parent would be detrimental to Parent and its subsidiaries 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.

Shelf Registration. Within 60 (asixty) Subject days of becoming eligible to Section 2.11file a registration statement on Form S-3, the Company PNG shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect under the Securities Act to permit the public resale of the Registrable Securities (“Resale Shelf Registration”) then outstanding from time to time as permitted by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement). The Company PNG shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective by the Commission as promptly as reasonably practicable no later than 120 (one-hundred twenty) days after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of filing (the Resale “Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectusRegistration”). If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale The Shelf Registration Statement filed for pursuant to this Section 2.01(a) shall be on such purpose to be declared effective by appropriate registration form of the Commission as promptly as reasonably practicable after the filing thereofshall be selected by PNG; provided, however, that if a prospectus supplement will be used in connection with the Company marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall not notify PNG in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be obligated to file any used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, PNG shall use its commercially reasonable efforts to include such information in the prospectus. PNG will use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act until the earliest date on which any of the following occurs: (a) all Registrable Securities covered by the Shelf Registration Statement have been sold by the Purchasers and distributed in the manner set forth and as contemplated in the Shelf Registration Statement or post(b) the later of (i) two (2) years from the Closing Date or (ii) the date on which the Purchasers can sell the Registrable Securities pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act) without affiliate-related restriction (the “Effectiveness Period”). The Shelf Registration Statement when it becomes or is declared effective amendment more frequently than every three months(including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which such statement were made).

Shelf Registration. The Corporation shall use its commercially reasonable efforts to (ai) Subject to Section 2.11, the Company shall prepare and file not earlier than with the first anniversary Commission a registration statement under the Securities Act within five business days of the IPO Date and not later than thirteen expiration of the Lock-Up Period or any extension thereof covering (13A) months after the IPO Date, a “shelf” registration statement with respect delivery from time to time by the Corporation to the Holders of all shares of Class A Common Stock deliverable to the Holders in exchange for PBF LLC Units pursuant to the Exchange Agreement and (B) the public resale by the Holders of the Registrable Securities (“Resale Shelf Registration”) from time to time as permitted by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale Shelf Registration Statement”), and (ii) cause the Shelf Registration Statement to become effective no later than 90 days after the expiration of the Lock-Up Period or any extension thereof. If a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and permitting the resale Managing Underwriter at any time shall notify the Corporation in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities by Securities, the Corporation shall use its commercially reasonable efforts to include such Holders in accordance with the methods of distribution set forth information in the Resale Shelf Registration Statementprospectus supplement. The Company Corporation shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement filed pursuant to this Section 2.01(a) to be declared effective continuously effective, supplemented and amended to the extent necessary to ensure that it is available for exchange and, if applicable, resale of all Registrable Securities by the Commission as promptly as reasonably practicable after Holders and that it conforms in all material respects with the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement continuously first is declared effective for a period under the Securities Act and ending when on the earlier to occur of (x) the date all shares of Common Stock Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed have been exchanged and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder distributed in the Resale manner set forth and as contemplated in the Shelf Registration Statement and (y) the related prospectusdate on which any Registrable Securities covered by the Shelf Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). If required by The Shelf Registration Statement when declared effective will comply as to form in all material respects with all applicable law, subject to the terms and conditions hereof, after effectiveness requirements of the Resale Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of the prospectus contained in such Shelf Registration Statement, in the Company shall file light of the circumstances under which a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsstatement is made).

Shelf Registration. (a) Subject to Section 2.11, The Issuer shall as promptly as practicable after the Company shall prepare and file not earlier date of the Shelf Notice but in any case no later than the first anniversary of Shelf Filing Deadline use its reasonable best efforts to file with the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the "Initial Shelf Registration"). The Initial 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 Issuer shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior Shelf Effectiveness Deadline and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date of effectiveness of that is two years from the Resale Issue Date or such shorter period ending when all Registrable Notes covered by the Initial Shelf Registration Statement shall be named as a selling securityholder have been sold in the Resale manner set forth and as contemplated in the Initial Shelf Registration Statement and the related prospectus. If required by applicable lawor, subject to the terms and conditions hereofif applicable, after effectiveness of the Resale a Subsequent Shelf Registration Statement, (the Company shall file a supplement to such prospectus or amendment to the Resale "Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofEffectiveness Period"); provided, however, that the Company Shelf Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 90 days in any consecutive twelve month period (a "Shelf Suspension Period"), if the Board of Directors of the Issuer determine reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11, The Issuer shall promptly file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration StatementRegistration”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement). The Company Issuer shall use its commercially reasonable best efforts to cause file with the Resale SEC the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the Resale manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Registrable Securities and the Guarantees to be included in the Initial Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale or any Subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuer shall use commercially its respective reasonable best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the “Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall use its commercially reasonable efforts to prepare and file not earlier than with the first anniversary Commission a registration statement under the Securities Act within 90 days of the IPO Date and not later than thirteen (13) months after closing of the IPO Date, a “shelf” registration statement with respect Contribution Agreement to permit the public resale by Co-Investment of the Registrable Securities (“Resale Shelf Registration”) from time to time as permitted by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale Shelf Registration Statement”) ), and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective by as soon as practicable thereafter (the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale “Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesRegistration”). Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale A Shelf Registration Statement filed for pursuant to this Section 2.1(a) shall be on such purpose to be declared effective by appropriate registration form of the Commission as promptly as reasonably practicable after shall be selected by the filing thereofCompany; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its commercially reasonable efforts to include such information in the prospectus. The Company shall cause the Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resale of all Registrable Securities by Co-Investment and that it conforms in all material respects with the requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement first is declared effective under the Securities Act and ending on the earlier to occur of (i) the date all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in the Shelf Registration Statement and (ii) the date on which all Registrable Securities have ceased to be Registrable Securities hereunder in accordance with Section 1.2 (the “Effectiveness Period”). The Shelf Registration Statement when declared effective will comply as to form in all material respects with all applicable requirements of the Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be obligated stated therein or necessary to file any such prospectus supplement or post-effective amendment more frequently than every three monthsmake the statements therein not misleading.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale "INITIAL SHELF REGISTRATION"). The Issuers shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration. The Initial Shelf Registration Statement”) and shall be on Form S-1 or another appropriate form permitting the resale registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Issuers shall use its their commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after Securities Act within 395 days of the filing thereof, and, subject to Sections 2.1(d) closing date of the Acquisition and 2.11, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the date that is two years from the closing date of the Acquisition or such shorter period ending when all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the "EFFECTIVENESS PERIOD"); PROVIDED, HOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement are no longer Registrable Securitiesbecome eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k). Each Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Holder Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 90 days in any calendar year (a "SHELF SUSPENSION PERIOD"), if the Board of Directors of the Company determines reasonably and in good faith that has delivered a duly completed and executed Notice and Questionnaire the filing of any such Initial 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 the Company, would be detrimental to the Company on (or prior to the date ten (10) Business Days prior to Parent Guarantor, if the date of effectiveness Parent Guarantor's guarantee of the Resale Shelf Registration Statement shall be named as Notes is then in effect) if so disclosed or would otherwise materially adversely affect a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable lawfinancing, subject to the terms and conditions hereofacquisition, after effectiveness of the Resale Shelf Registration Statementdisposition, the Company shall file a supplement to such prospectus merger or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsmaterial transaction.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and as promptly as practicable file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration StatementRegistration”) and permitting ). If the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause not have yet filed the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Exchange Registration Statement, the Company shall file a supplement to such prospectus or amendment to with the Resale Commission the Initial Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days on or prior to the initial date of effectiveness, Filing Date and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Initial Shelf Registration Statement filed for such purpose to be declared effective by under the Commission as promptly as reasonably practicable after Securities Act on or prior to the filing thereof; providedEffectiveness Date. Otherwise, however, that the Company shall file with the Commission the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial 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 Company shall not permit any securities other than the Registrable Notes to be obligated included in any Shelf Registration. The Company shall use commercially reasonable efforts to file keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 24 months from the Issue Date (or, if Rule 144(k) under the Securities Act is amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the last paragraph of Section 5 hereof) (the “Effectiveness Period”) or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes has been declared effective under the Securities Act or (iii) there are no longer any such prospectus supplement or post-effective amendment more frequently than every three monthsRegistrable Notes outstanding.

Shelf Registration. Parent shall (ai) Subject to Section 2.11, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months by 90 days after the IPO Date, Closing Date a “shelf” registration statement with respect under the Securities Act to permit the public resale of the Registrable Securities (“Resale Shelf Registration”) from time to time, including as permitted by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar provision then in force) with respect to all of the Registrable Securities (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to (ii) cause the Resale Shelf Registration Statement to be declared become effective by the Commission as promptly soon as reasonably practicable thereafter but in no event later than 120 days after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by Closing Date (the Resale Shelf Registration Statement are no longer Registrable Securities“Effectiveness Deadline”). Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale The Shelf Registration Statement filed for such purpose pursuant to this Section 2.01(a) shall be declared effective by on Form S-3 of the Commission as promptly as reasonably practicable after SEC if Parent is eligible to use Form S-3 or Form S-1 of the filing thereofSEC if Parent is not eligible to use Form S-3; provided, however, that if a prospectus supplement will be used in connection with the Company marketing of an Underwritten Offering or Overnight Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall not notify any Partnership Unitholder in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be obligated to file any used in such prospectus supplement is of material importance to the success of the Underwritten Offering or post-Overnight Underwritten Offering of such Registrable Securities, Parent shall use its reasonable best efforts to include such information in such a prospectus supplement. Subject to Section 2.01(b), Parent will cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective amendment more frequently than every under the Securities Act from and after the date it is first declared or becomes effective until all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in the Shelf Registration Statement or there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As soon as practicable following the Effective Date, but in any event within three months(3) Business Days of such date, Parent will notify the Selling Holders of the effectiveness of such Shelf Registration Statement.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as possible file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "INITIAL SHELF REGISTRATION"). The Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or before the applicable Filing Date. The Initial Shelf Registration shall be on Form S1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any Notes other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date ten which is the earlier of two years after the Issue Date (10) Business Days prior the "EFFECTIVENESS PERIOD"), or such shorter period ending when all Registrable Notes covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration; PROVIDED, HOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the date extent required to permit dealers to comply with the applicable prospectus delivery requirements of effectiveness Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the Resale two year holding period set forth therein. No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement shall be named pursuant to this Agreement unless and until such holder furnishes to the Company in writing, within 15 business days after receipt of a request therefor, such information as a selling securityholder the Company may reasonably request for use in the Resale connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein. No holder of Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and the related prospectusuntil such holder shall have provided all such reasonably requested information. If required by applicable law, subject Each holder of Registrable Notes as to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale which any Shelf Registration Statement as necessary is being effected agrees to name as selling securityholders therein any other Holders that provide furnish promptly to the Company a duly completed and executed Notice and Questionnaire subsequent all information required to ten (10) Business Days prior be disclosed in order to make information previously furnished to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to Company by such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall Holder not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsmaterially misleading.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale "Initial Shelf Registration"). The Issuers shall use their respective reasonable best efforts to file with the SEC the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale applicable Filing Date. The Initial Shelf Registration Statement shall be named on Form S-1 or another appropriate form (as a selling securityholder reasonably determined by the Issuers) permitting registration of such Registrable Notes for resale by Holders in the Resale manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale or any Subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuers shall use commercially their respective reasonable best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Notes covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Regis- tration or, if applicable, a Subsequent Shelf Registration (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 60 days in any calendar year (a "Shelf Suspension Period"), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11At any time and from time, as soon as practicable following the Company shall prepare and file not earlier than Partnership’s receipt of written notice from the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after Purchaser requesting the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for of a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company Partnership shall prepare and file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to under the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofSecurities Act covering Registrable Securities then outstanding; provided, however, that the Company right of the Purchaser to request such filing shall expire at any time that the Purchaser and its Affiliates owns less than 10% of the aggregate Conversion Common Units issued to the Purchaser and its Affiliates. If the Shelf Registration Statement is not automatically effective upon filing, the Partnership shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective as soon as reasonably practicable, but in any event not later than 180 days after the date of the filing of such Shelf Registration Statement (the “Filing Date”). A Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be obligated on such appropriate registration form of the Commission as shall be selected by the Partnership; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from a Shelf Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to file any be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use its reasonable best efforts to include such information in the prospectus supplement. The Partnership will use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act from the Effective Date until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) two years from the Effective Date of such Shelf Registration Statement (the “Effectiveness Period”). The Partnership covenants that a Shelf Registration Statement when it becomes or post-is declared effective amendment more frequently than every (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the Effective Date of a Shelf Registration Statement, but in any event within three monthsBusiness Days of such date, the Partnership will notify the Selling Holders of the effectiveness of such Shelf Registration Statement.

Shelf Registration. (ai) Subject The Company agrees to Section 2.11, use reasonable commercial efforts to file under the Act as promptly as practicable after the time that the Company shall prepare and becomes eligible to file not earlier than registration statements on Form S-3 under the first anniversary of the IPO Date and not later than thirteen (13) Act but in any event within 11 months after the IPO Firm Closing Date (the "Shelf Registration Filing Date") a Shelf Registration Statement providing for the registration of, and the sale on a “shelf” registration statement with respect to continuous or delayed basis by the resale Holders of, all of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis Securities, pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the “Resale Commission. If the Company is not eligible to file registration statements on Form S-3 under the Act before the Shelf Registration Statement”) and permitting Filing Date, then the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Company shall file a Shelf Registration StatementStatement on whatever form is then available for the Company to use. The Company shall agrees to use its commercially reasonable commercial efforts to cause the Resale Shelf Registration Statement to become or be declared effective by the Commission as promptly as reasonably practicable within 120 days after the filing thereof, and, subject to Sections 2.1(d) Shelf Registration Filing Date and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when until the earliest of (i) the date on which all shares of Common Stock Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire have been sold pursuant to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale such Shelf Registration Statement, (ii) the Company shall file a supplement date on which all Registrable Securities have been sold pursuant to Rule 144 under the Act, (iii) such prospectus or amendment to time as there are no longer any Registrable Securities outstanding and (iv) the Resale Shelf Registration Statement as necessary to name as selling securityholders therein second anniversary of the Closing Date (plus, in each case, the number of days in any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofSuspension Period); provided, however, that upon the occurrence of any event or the discovery of any facts as contemplated by Section 3(f)(iv) hereof, the Company shall not be obligated to file keep the Shelf Registration Statement effective or to permit the use of any Prospectus forming a part of the Shelf Registration Statement if the Company promptly thereafter complies with the requirements of Section 3(k) hereof; provided, further, that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities for such reason shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default shall occur and Additional Dividends shall accumulate as set forth in Section 2.4(A)(v) hereof); any such prospectus supplement period during which the Company is so excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a "Suspension Period"; a Suspension Period shall commence on and include the date that the Company gives notice to the Holders that the Shelf Registration Statement is no longer effective or post-effective amendment more frequently than every three monthsthe Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of the foregoing sentence, stating the reason therefor, and shall end on the earlier to occur of the date on which each seller of Registrable Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended Prospectus or is advised in writing by the Company that use of the Prospectus may be resumed.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and file not earlier than or cause to be prepared and filed with the first anniversary of SEC, by the IPO Date and not later than thirteen date (13the “Filing Deadline Date”) months that is ninety (90) days after the IPO Issue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the a “Resale Shelf Registration Statement”) and permitting registering the resale from time to time by Holders thereof of all of the Registrable Securities identified by such Holders in their Notice and Questionnaire (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution indicated in their Notice and Questionnaire, and set forth in the Resale Initial Shelf Registration StatementStatement (provided, however, that in no event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company’s prior written consent, which the Company may withhold in its sole discretion). The Company shall use its commercially reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.1(d) and 2.11, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered the Effectiveness Period (except to the extent contemplated by Section 3(i)). At the Resale time the Initial Shelf Registration Statement are no longer Registrable Securities. Each Initial is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten that is five (105) Business Days prior to the date such time of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus. If required by Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law, subject to assuming the terms and conditions hereof, after effectiveness accuracy of the Resale Shelf Registration Statement, the Company shall file a supplement to information in such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice Holder’s Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsQuestionnaire.

Shelf Registration. (a) Subject to Section 2.112.1.1 Following the Closing Date, the Company shall prepare and use its reasonable best efforts to (i) file not earlier than a Registration Statement under the first anniversary of the IPO Date and not later than thirteen Securities Act within sixty (1360) months days after the IPO Date, a “shelf” registration statement with respect Closing Date to permit the public resale of all the Registrable Securities (“Resale Shelf Registration”) held by the Holders thereof from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on an appropriate form for an offering the terms and conditions specified in this subsection 2.1.1 and (ii) cause such Registration Statement to be made declared effective as soon as practicable after the filing thereof. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a delayed “Form S-1 Shelf”) or continuous basis such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the “Resale Shelf Commission then in effect) at any time beginning on the effective date for such Registration Statement”) and permitting . A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of such Registrable Securities by such Holders in accordance with methods legally available to, and requested by, the methods of distribution set forth in the Resale Shelf Registration StatementHolders. The Company shall use its commercially reasonable best efforts to cause the Resale Shelf a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be declared effective supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Commission as promptly as reasonably practicable after the filing thereof, and, subject Holders until all such Registrable Securities have ceased to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer be Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to As soon as practicable following the Company on or prior to the date ten (10) Business Days prior to the effective date of effectiveness of the Resale Shelf a Registration Statement shall be named as a selling securityholder filed pursuant to this subsection 2.1.1, but in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness any event within five (5) business days of the Resale Shelf Registration Statementsuch date, the Company shall file notify the Holders of the effectiveness of such Registration Statement. When effective, a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be declared effective by stated therein or necessary to make the Commission as promptly as reasonably practicable after statements therein not misleading (in the filing thereof; providedcase of any Prospectus contained in such Registration Statement, however, that in the Company shall not be obligated to file any light of the circumstances under which such prospectus supplement or post-effective amendment more frequently than every three monthsstatement is made).

Shelf Registration. (a) Subject to Section 2.11At the request of Montierra, the Company shall use its commercially reasonable efforts to prepare and file not earlier than with the first anniversary Commission, within 90 days following the receipt of the IPO Date and not later than thirteen (13) months after the IPO Datesuch request, a “shelf” registration statement with respect under the Securities Act to permit the public resale by Montierra of the Registrable Securities (“Resale Shelf Registration”) from time to time as permitted by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale Shelf Registration Statement”) ), and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective by as soon as practicable thereafter (the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale “Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesRegistration”). Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale A Shelf Registration Statement filed for pursuant to this Section 2.1(a) shall be on such purpose to be declared effective by appropriate registration form of the Commission as promptly as reasonably practicable after shall be selected by the filing thereofCompany; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its commercially reasonable efforts to include such information in the prospectus. The Company shall cause the Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resale of all Registrable Securities by Montierra and that it conforms in all material respects with the requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement first is declared effective under the Securities Act and ending on the earlier to occur of (i) the date all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in the Shelf Registration Statement and (ii) the date on which all Registrable Securities have ceased to be Registrable Securities hereunder in accordance with Section 1.2 (the “Effectiveness Period”). The Shelf Registration Statement when declared effective will comply as to form in all material respects with all applicable requirements of the Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be obligated stated therein or necessary to file any such prospectus supplement or post-effective amendment more frequently than every three monthsmake the statements therein not misleading.

Shelf Registration. (ai) Subject to Section 2.11, From and after such time as the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen becomes eligible to register securities on a Form S-3, or any successor or similar form, any Stockholder may make a written request (13) months after the IPO Date, a “shelf” Shelf Demand”) that the Company file a shelf registration statement with respect to the resale of the Registrable Securities (a “Resale Shelf RegistrationRegistration Statement”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (the a “Resale Shelf Registration StatementRegistration”) and permitting undertake any related qualification or compliance, with respect to all or part of the resale of such Registrable Securities Shares owned by such Holders Stockholder (a “Shelf Demanding Stockholder”). The Company shall (i) promptly, and in accordance any event within ten (10) days of its receipt of a Shelf Demand, give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Registrable Shares to the extent that the addresses of those Stockholders are known to the Company (the “Shelf Notice”), and (ii) as soon as practicable, use its commercially reasonable efforts to file such Shelf Registration Statement under the Securities Act at the earliest practicable date, but in any event not later than forty (40) days after receipt of the Shelf Demand, and use its commercially reasonable efforts to have such Shelf Registration Statement thereafter become effective with the methods Commission at the earliest practicable date and to effect, at the earliest practicable date, such registration under the Securities Act of distribution set forth in (x) the Resale Registrable Shares that the Company has been so requested to register by the Shelf Demanding Stockholder and (y) all other Registrable Shares that the Company has been so requested to register by written request of any Stockholder (a “Shelf Participating Stockholder”) given to the Company within ten (10) days after such Stockholder’s receipt of the Shelf Notice. Each Shelf Demanding Stockholder and Shelf Participating Stockholder shall be permitted to request that the Company register an undetermined amount of Registrable Shares if the Company is, or will be at the time of filing, a Well-Known Seasoned Issuer entitled to file an automatically effective Shelf Registration Statement. The Company shall agrees to use its commercially reasonable efforts to cause keep the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective, including by renewing or re-filing upon expiration, for the period beginning on the date on which the Shelf Registration Statement becomes effective for a period ending when under the Securities Act until the earlier to occur of (A) the day after the date on which all shares of Common Stock the Registrable Shares covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire have been sold pursuant to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement or another registration statement and (B) the first date on which there shall cease to be named as a selling securityholder in the Resale any Registrable Shares covered by such Shelf Registration Statement and Statement. The Company further agrees, if necessary, to supplement or amend the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if required by the rules and regulations of the Commission or instructions applicable to the registration form used by the Company shall file a supplement for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration, and the Company agrees to such prospectus or amendment furnish to the Resale Stockholders whose Registrable Shares are included in such Shelf Registration Statement as necessary copies of any such supplement or amendment promptly after its being issued or filed with the Commission. No registration requested by any Stockholder pursuant to name as selling securityholders therein any this Section 2.1(g) shall be deemed a Registration Demand. Any Stockholder (other Holders than Cadence Bancorp, LLC) that provide receives a Shelf Notice shall not make a Shelf Demand within three-hundred sixty (360) days of receipt of such Shelf Notice. If at the time a request for a Shelf Registration is made under this Section 2.1(g), there is a Form S-3 on file pursuant to which the requesting Stockholder shall be entitled to dispose of all its Registrable Shares that it has requested to register, then the Company’s obligation to file a registration statement under this Section 2.1(g) shall be deemed satisfied. Notwithstanding anything to the Company contrary herein, at any time that a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for registering Registrable Shares of a Stockholder shall be effective, such purpose Stockholder shall be permitted to effect an unlimited number of non-underwritten offerings or shelf-take-downs of Registrable Shares off the Shelf Registration Statement (which may be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; providedunderwritten Public Offerings), however, that the Company shall not be obligated including any underwritten “block trades” without notice to file or inclusion of any such prospectus supplement or post-effective amendment more frequently than every three monthsother Stockholder’s Registrable Shares.

Shelf Registration. (a) Subject Contango shall use its commercially reasonable efforts to Section 2.11, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale an initial Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Registration Statement under the Securities Act covering all Registrable Securities at such time of filing within 30 days from the date on which the Purchased Securities are issued (the “Resale Shelf Registration StatementFiling Deadline”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement). The Company Contango shall use its commercially reasonable efforts to cause the Resale such initial Shelf Registration Statement to be declared become effective by the Commission on or as promptly soon as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) thereof and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered no later than 90 days (or if reviewed by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to staff of the Company on or prior to Commission, 120 days) from the date ten on which the Purchased Securities are issued (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus“Effectiveness Deadline”). If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall Contango will use its commercially reasonable efforts to cause any post-effective amendment to such Resale initial Shelf Registration Statement filed for such purpose pursuant to this Section 2.1(a) to be declared continuously effective under the Securities Act until the earliest of (1) all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (2) there are no longer any Registrable Securities outstanding and (3) three years from the Effective Date (the “Effectiveness Period”). A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on such appropriate registration form of the Commission as promptly shall be selected by Contango. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as reasonably to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable after following the filing thereof; provideddate that a Shelf Registration Statement becomes effective, howeverbut in any event within one Business Day of such date, that Contango shall provide the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsHolders with written notice of the effectiveness of a Shelf Registration Statement.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration”). The Issuers shall use their respective reasonable best efforts to file with the SEC the Initial Shelf Registration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form (as reasonably determined by the Issuers) permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes (and the related Guarantees) to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior 90th day following the delivery of the Shelf Notice and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date of effectiveness of that is one year from the Resale Issue Date or such shorter period ending when all Registrable Notes covered by the Initial Shelf Registration Statement shall be named as a selling securityholder have been sold in the Resale manner set forth and as contemplated in the Initial Shelf Registration Statement and the related prospectus. If required by applicable lawor, subject to the terms and conditions hereofif applicable, after effectiveness of the Resale a Subsequent Shelf Registration Statement, (the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become Freely Tradable. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 60 days in any twelve-month period (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). The Issuers shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale applicable Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the Resale manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale or any Subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuers shall use commercially their respective reasonable best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Notes covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the “Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall not be obligated extended to file any such the extent required to permit dealers to comply with the applicable prospectus supplement delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or post-effective amendment more frequently than every three monthsrevised to reduce the two year holding period set forth therein.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and file not earlier than file, or cause to be prepared and filed, with the first anniversary of SEC, as soon as practicable but in any event by the IPO Date and not later than thirteen date (13the “Filing Deadline Date”) months that is ninety (90) days after the IPO Issue Date, a Registration Statement (the “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Initial Shelf RegistrationRegistration Statement”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under registering the resale from time to time by Holders thereof of all of the Registrable Securities Act (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Resale rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement”) and permitting Statement shall provide for the resale registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution set forth in elected by the Resale Holders. In no event shall the Initial Shelf Registration Statement be filed with the SEC prior to completion of the offering of the Notes contemplated by the Purchase Agreement. If the Initial Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act as promptly as practicable but in any event by the date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days after the Issue Date. The Company shall use its commercially reasonable efforts to cause keep the Resale Initial Shelf Registration Statement to be declared (and any Subsequent Shelf Registration Statement) continuously effective by under the Commission as promptly as reasonably practicable after Securities Act from the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale date the Shelf Registration Statement continuously is declared effective for a period ending when all shares until the earlier of Common Stock covered by (i) the Resale thirty-fifth (35th) Trading Day immediately following the maturity date of the Notes and (ii) the date upon which there are no Notes or Registrable Securities outstanding. At the time the Initial Shelf Registration Statement are no longer Registrable Securities. Each Initial becomes effective under the Securities Act, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to before the date ten (10) Business Days prior to 15th day before the date of such effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus. If required by Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale "Shelf Registration"). If the Issuers shall not have yet filed an Exchange Offer Registration Statement, the Issuers shall use their best efforts to file with the SEC the Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten 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 (10) Business Days including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantees to be included in the Shelf Registration. The Issuers shall use their reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the date of effectiveness of Effectiveness Date and to keep the Resale Shelf Registration Statement continuously effective under the Securities Act until the date that is two years from the Issue Date (the "Effectiveness Period"), or such shorter period ending when all Registrable Notes covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration; provided, however, that no Holder shall be entitled to be named as a selling securityholder in the Resale Shelf Registration Statement and or to use the related prospectus. If Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has provided the Issuers within 10 Business Days after receipt of a request therefor, with the information required by applicable lawthe first two paragraphs which follow Section 5(t), subject to the terms as applicable; and conditions hereofprovided, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; providedfurther, however, that the Company Effectiveness Period in respect of the Shelf Registration shall not be obligated extended to file any such the extent required to permit dealers to comply with the applicable prospectus supplement or post-effective amendment more frequently than every three monthsdelivery requirements of Rule 174 under the Securities Act and as otherwise provided therein.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one underwritten offering). The Issuers shall use their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act (within 360 days of the “Resale Issue Date and to keep the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all shares of Common Stock Registrable Securities covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or, if applicable, a selling securityholder in the Resale Subsequent Shelf Registration Statement and (the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 60 consecutive days, three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, 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; provided, however, that any Shelf Registration Suspension Period shall extend the number of days the Shelf Registration Statement or Prospectus is available by an amount equal to the number of days in such Shelf Suspension Period.

Shelf Registration. (a) Subject At any time after the expiration of the Lock-Up Period that the Company is eligible to Section 2.11file a registration statement on Form S-3, one or more Buyer Parties (the “Shelf Requesting Parties”) then holding at least 30% of the Registrable Securities then held by all Buyer Parties may request in writing (a “Shelf Request”) that the Company effect a registration (a “Shelf Registration”) under the 1933 Act of Registrable Securities held by such Buyer Parties for sale on a delayed or continuous basis pursuant to Rule 415 under the 1933 Act. The Shelf Request shall be in writing and shall specify the Registrable Securities to be sold and the intended method of disposition thereof. Upon receipt of a Shelf Request, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen deliver within five Business Days a written notice (13) months after the IPO Date, a “shelf” registration statement Shelf Notice”) to each Buyer Party that did not make such Shelf Request stating that the Company intends to comply with respect a Shelf Request and informing each such Buyer Party of its right to include Registrable Securities in such Shelf Registration. Within five Business Days after receipt of a Shelf Notice, each Buyer Party who received such Shelf Notice shall have the resale right to request in writing that the Company include all or a specific portion of the Registrable Securities (“Resale held by such Buyer Party in such Shelf Registration”. The Company shall as promptly as practicable (but no later than 60 days after the date the Shelf Request is delivered) file a registration statement on Form S-3 including all Registrable Securities requested to be included therein by the Holders thereof on Shelf Requesting Parties and any other Buyer Party who validly exercises its rights under this Section 5.3(a) and use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable thereafter, or designate for use an appropriate form existing registration statement filed with the SEC, in each case providing for an offering offers and sales to be made on a delayed or continuous basis pursuant to Rule 415 under the 1933 Act with respect to the Registrable Securities Act held by the Buyer Parties that elect to participate therein (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months).

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and as promptly as reasonably ------------------ practicable file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale "Initial Shelf Registration Statement”) and permitting Registration"). If the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause not -------------------------- have yet filed the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Exchange Registration Statement, the Company shall file a supplement to such prospectus or amendment to with the Resale Commission the Initial Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days on or prior to the initial date of effectiveness, Filing Date and shall use commercially reasonable its best efforts to cause any post-effective amendment to such Resale Initial Shelf Registration Statement filed for such purpose to be declared effective by under the Commission as promptly as reasonably practicable after Securities Act on or prior to the filing thereof; providedEffectiveness Date. Otherwise, however, that the Company shall file with the Commission the Initial Shelf Registration within 60 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration shall be on Form S-3, if then available for use by the Company, 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 Company shall not permit any securities other than the Registrable Notes to be obligated included in any Shelf Registration. The Company shall use its best efforts to file any keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 24 months from the effective date of such prospectus supplement Initial Shelf Registration (or, if Rule 144(k) under the Securities Act is amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "Effectiveness Period") or post-such shorter period ending when (i) all Registrable --------------------- Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes has been declared effective amendment more frequently than every three monthsunder the Securities Act.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and promptly give written notice to all Holders once it has become eligible to file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” shelf registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed Form F-3 or continuous basis S-3, as applicable, pursuant to Rule 415 promulgated under the Securities Act (the “Resale Shelf Registration”). Thereafter, each Important Shareholder may make a written request (each a “Shelf Demand Request”) that the Company file a shelf registration statement (a “Shelf Registration Statement”) and permitting undertake any related qualification or compliance with respect to all or part of the resale Registrable Securities owned by such Important Shareholder (a “Shelf Demanding Shareholder”). Following such Shelf Demand Request, the Company shall (i) promptly (but no later than ten (10) days following receipt of such Shelf Demand Request) give written notice of the proposed registration to all other Holders (the “Shelf Notice”); and (ii) as soon as practicable, use its reasonable best efforts to file such Shelf Registration Statement under the Securities Act at the earliest practicable date, but in any event not later than sixty (60) days after receiving the Shelf Demand Request is requested, and use its reasonable best efforts to have such Shelf Registration Statement thereafter become effective with the SEC at the earliest practicable date and shall use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of (x) the Registrable Securities that the Company has been so requested to register by the Shelf Demanding Shareholder and (y) all other Registrable Securities which the Company has been so requested to register by any other Holder by written request of such Holder given to the Company within fifteen (15) days after such Holder’s receipt of the Shelf Notice. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for the period beginning on the date on which the Shelf Registration Statement becomes effective under the Securities Act until the earlier to occur of (i) eighteen (18) months thereafter (plus a number of days equal to the number of days, if any, that the Shelf Registration Statement is not kept effective after the initial date of its effectiveness and prior to eighteen (18) months thereafter pursuant to Section 2.5 or otherwise), (ii) the day after the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or another registration statement and (iii) the first date on which there shall cease to be any Registrable Securities covered by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereoffurther agrees, and, subject to Sections 2.1(d) and 2.11if necessary, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by supplement or amend the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company shall file a supplement for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration (including, for the avoidance of doubt, to such prospectus or amendment effect underwritten shelf take-downs), and the Company agrees to furnish to the Resale Holders whose Registrable Securities are included in such Shelf Registration Statement as necessary copies of any such supplement or amendment promptly after its being issued or filed with the SEC. No registration requested by any Holder pursuant to name as selling securityholders therein this Section 2.2 shall be deemed a Demand Registration request pursuant to Section 2.1 hereof. The Company shall be required to file no more than two (2) Shelf Registration Statements pursuant to this Section 2.2 in any twelve (12) month period, it being understood that the Shelf Demanding Holder, together with any other Holders who request that provide certain of their Registrable Securities be registered on the Shelf Registration Statement, request a number of Registrable Securities be registered that have an aggregate offering value of at least $10,000,000. If at the time a request for a Shelf Registration is made under this Section 2.2, the Company is a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act), then the Company’s obligation to file a registration statement under this Section 2.2 shall be deemed satisfied if there is a Form F-3 or S-3 on file pursuant to which the requesting Holder shall be entitled to dispose of all its Registrable Securities that it has requested to register. Notwithstanding anything to the Company contrary herein, at any time that a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for registering Registrable Securities of a Holder shall be effective, such purpose Holder shall be permitted to be declared effective by effect an unlimited number of non-underwritten offerings and underwritten shelf-take-downs off the Commission as promptly as reasonably practicable after the filing thereof; providedShelf Registration Statement, however, that the Company shall not be obligated including underwritten “block trades,” without notice to file or inclusion of any such prospectus supplement or post-effective amendment more frequently than every three monthsother Holder’s Registrable Securities.

Shelf Registration. (a) Subject to Section 2.11At the request of the Holders of a majority of the then outstanding Registrable Securities, the Company shall use its commercially reasonable efforts to prepare and file not earlier than with the first anniversary Commission, within 90 days following the receipt of the IPO Date and not later than thirteen (13) months after the IPO Datesuch request, a “shelf” registration statement with respect under the Securities Act to permit the public resale by the Holders of the Registrable Securities (“Resale Shelf Registration”) from time to time as permitted by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale Shelf Registration Statement”) ), and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective by the Commission as promptly as reasonably practicable no later than 180 days after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep receipt of such Resale request (the “Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesRegistration”). Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale A Shelf Registration Statement filed for pursuant to this Section 2.01(a) shall be on such purpose to be declared effective by appropriate registration form of the Commission as promptly as reasonably practicable after shall be selected by the filing thereofCompany; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its commercially reasonable efforts to include such information in the prospectus. The Company shall cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resale of all Registrable Securities by the Holders and that it conforms in all material respects with the requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement first is declared effective under the Securities Act and ending on the earlier to occur of (i) the date all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in the Shelf Registration Statement and (ii) the date on which all Registrable Securities have ceased to be Registrable Securities hereunder in accordance with Section 1.02 (the “Effectiveness Period”). The Shelf Registration Statement when declared effective will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be obligated stated therein or necessary to file any such prospectus supplement or post-effective amendment more frequently than every three monthsmake the statements therein not misleading.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers shall file with the SEC the Initial Shelf Registration on or before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use their commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is two years from the Issue Date or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or cease to be outstanding, (ii) all Registrable Notes are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act (the “Resale Shelf Registration StatementEffectiveness Period”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof), and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any Shelf Registration or Prospectus or preliminary prospectus included therein. No holder of Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder not materially misleading and does not omit to state a material fact required to be obligated stated therein or necessary in order to file any such prospectus supplement or post-effective amendment more frequently than every three monthsmake the statements therein not misleading.

Shelf Registration. (a) Subject USWS shall use its commercially reasonable efforts to Section 2.11, the Company shall prepare and file not earlier than an initial Shelf Registration Statement under the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale Securities Act covering 12,000,000 shares of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale before September 23, 2019. The initial Shelf Registration Statement”) and permitting the resale of Statement shall allocate such Registrable Securities by such among the Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statementon a pro rata basis. The Company USWS shall use its commercially reasonable efforts to cause the Resale such initial Shelf Registration Statement to be declared become effective by the Commission as promptly as reasonably practicable after the filing thereofno later than May 25, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities2020. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall USWS will use its commercially reasonable efforts to cause any post-effective amendment to such Resale initial Shelf Registration Statement filed for such purpose pursuant to this Section 2.1(a) to be declared continuously effective under the Securities Act until the earliest of (i) all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) seven years from the Effective Date (the “Effectiveness Period”). Any Holder or Holders shall have the option and right from time to time, exercisable by delivering a written notice to USWS (a “Demand Notice”), to require registration of a minimum of $10 million of additional Registrable Securities not covered by a Shelf Registration Statement at the time of the Demand Notice. USWS shall use its commercially reasonable efforts to amend the initial Shelf Registration Statement or file a new Shelf Registration Statement, within 10 Business Days of the Demand Notice to include such additional Registrable Securities. USWS will use its commercially reasonable efforts to cause such amendment to the initial Shelf Registration Statement or subsequent Shelf Registration Statement, as applicable, to be continuously effective under the Securities Act during the Effectiveness Period. A Shelf Registration Statement filed pursuant to this Section 2.l(a) shall be on such appropriate registration form of the Commission as promptly shall be selected by USWS. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as reasonably to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable after following the filing thereof; provideddate that a Shelf Registration Statement becomes effective, howeverbut in any event within five (5) Business Days of such date, that USWS shall provide the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsHolders with written notice of the effectiveness of a Shelf Registration Statement.

Shelf Registration. (a) Subject At any time and from time to Section 2.11, time before the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Expiration Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the one or more Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Requesting Holders”), which, together with their respective Affiliates, in the aggregate, owns or has the right to acquire at least 85,000 shares of Registrable Securities, may make a written request that the Company file a shelf registration statement (a “Shelf Registration Statement”) and permitting pursuant to Rule 415 promulgated under the resale Securities Act providing for the sale by the Requesting Holders of such all or part of the Registrable Securities owned or to be acquired by such the Requesting Holders. Requesting Holders in accordance with the methods of distribution set forth in the Resale may only request one Shelf Registration StatementStatement be filed pursuant hereto prior to the Expiration Date. A majority-in-interest of the Requesting Holders may, at their option, request that the Company file a Shelf Registration Statement using Form S-3, if such form is available for use by the Company. The Company shall use its commercially reasonable efforts to cause the Resale file such Shelf Registration Statement at the earliest practicable date, and use commercially reasonable efforts to be have such Shelf Registration Statement thereafter declared effective by the Commission as promptly as reasonably SEC at the earliest practicable after the filing thereof, and, subject date. The Company agrees to Sections 2.1(d) and 2.11, use commercially reasonable efforts to keep such Resale a Shelf Registration Statement continuously effective for the period beginning on the date on which a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire is declared effective until the earlier to the Company on or prior to occur of (i) three years after the date ten (10) Business Days prior to the date of effectiveness of the Resale such Shelf Registration Statement initially is declared effective by the SEC, (ii) the day after the date on which all of the Registrable Securities covered by a Shelf Registration Statement have been sold pursuant to a Shelf Registration Statement, (iii) the first date on which there shall cease to be named as a selling securityholder in the Resale any Registrable Securities covered by such Shelf Registration Statement and (iv) two years after the related prospectusExpiration Date. If required by applicable lawThe Company further agrees, subject if necessary, to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause supplement or amend a Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or by any post-effective amendment other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Requesting Holders whose Common Stock is included in such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file copies of any such prospectus supplement or post-effective amendment more frequently than every three monthspromptly after its being issued or filed with the SEC.

Shelf Registration. (a) Subject to Section 2.11Host REIT shall, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not no later than thirteen (13) months after 120 calendar days following the IPO Closing Date, (1) file with the Commission a “shelf” registration statement with respect Shelf Registration Statement relating to the resale offer and sale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering from time to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, if the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement. The Company , Host REIT thereafter shall use its commercially reasonable efforts to cause the Resale 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 Commission as promptly as reasonably practicable after the filing thereofIndenture), and, subject to Sections 2.1(d) and 2.11, to keep such Resale an existing Automatic Shelf Registration Statement continuously effective for as a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer able to be used for resales of the Registrable Securities. Each Initial Holder In the event that has delivered 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 duly completed and executed Notice and Questionnaire supplement to the Company on or prior 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 date ten (10) Business Days prior to Trustee, postpone having the date of effectiveness of the Resale 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 Resale Shelf Registration Statement and or to use the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness Prospectus forming a part thereof for resales of the Resale Shelf Registration Statement, the Company shall file a supplement to Registrable Securities unless such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsHolder is an Electing Holder.

Shelf Registration. (a) Subject At any time following July 31, 2011, as soon as practicable and in any event within 30 days following Vanguard’s receipt of written notice from the Holders of a majority of the Registrable Securities then outstanding requesting the filing of a Shelf Registration Statement, Vanguard shall use its reasonable best efforts to Section 2.11, the Company shall prepare and file not earlier a Shelf Registration Statement under the Securities Act covering Registrable Securities then outstanding. Vanguard shall use its reasonable best efforts to cause a Shelf Registration Statement to become effective no later than 120 days after the first anniversary date of the IPO Date filing of such Shelf Registration Statement (the “Filing Date”). A Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by Vanguard. Vanguard will use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective, supplemented and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect amended to the extent necessary to ensure that it is available for resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under and that it conforms in all material respects with the requirements of the Securities Act Act, in each case during the entire period until the earliest date on which any of the following occurs: (the “Resale Shelf Registration Statement”i) and permitting the resale of such all Registrable Securities covered by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder have been distributed in the Resale Shelf Registration Statement manner set forth and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale as contemplated in such Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) three (3) years from the Company shall file a supplement to Effective Date of such prospectus or amendment to the Resale Shelf Registration Statement (the “Effectiveness Period”). Vanguard shall ensure that a Shelf Registration Statement when it becomes or is declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to name make the statements therein not misleading (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as selling securityholders therein practicable following the Effective Date of a Shelf Registration Statement, but in any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten event within three (103) Business Days prior to of such date, Vanguard will notify the initial date Selling Holders of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to the effectiveness of such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsStatement.

Shelf Registration. (a) Subject If the Registrants are required to deliver a Shelf Notice as contemplated by Section 2.112(b), then the Company Registrants shall prepare and file not earlier than with the first anniversary of the IPO Date and Commission as soon as practicable but not later than thirteen (13) months after the IPO Target Filing Date, a “"shelf” registration statement with respect to " Registration Statement on the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act covering all of the Registrable Securities (the “Resale "Shelf Registration"); provided that if the Registrants have not yet filed a Registration Statement for an Exchange Offer, the Registrants shall file the Shelf Registration Statement”) and permitting on or before the resale Target Filing Date unless the Shelf Notice is delivered within the 15 day period prior to the Target Filing Date, in which case the Registrants shall have 15 days from the date of such Registrable Securities by such Holders in accordance with delivery to file the methods of distribution set forth in Shelf Registration. The Registrants will use their best efforts to have the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by on or before the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) Target Effective Date and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending (the "Target Effective Period") of at least 24 months following the Target Effective Date or the date on which such Shelf Registration is declared effective, if later (or such shorter period which will terminate when all shares of Common Stock Registrable Securities covered by the Resale such Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on have been sold or withdrawn, but not prior to the date ten expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable). The Registrants further agree, if necessary, to supplement or amend the Shelf Registration, as required by the registration form used by the Registrants for such Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or as reasonably requested (10which request shall result in the filing of a supplement or amendment) Business Days by any Holder of Registrable Securities to which such Shelf Registration relates, and the Registrants agree to furnish to the Holders, Holder's Counsel and any managing underwriter copies of any such supplement or amendment prior to its being used and/or filed with the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsCommission.

Shelf Registration. Notwithstanding anything contained herein, Parent will use good faith commercially reasonable efforts to file, on or within thirty (a30) Subject to Section 2.11, days following the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Closing Date, a “shelf” shelf registration statement with respect to (the resale of the Registrable Securities (“Resale Shelf RegistrationRegistration Statement”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting to enable the resale of such the Registrable Securities Common Shares by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statementfrom time to time on a delayed or continuous basis. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in filed on Form S-3 and, if Parent is eligible, the Resale Shelf Registration Statement shall utilize the automatic shelf registration process under Rule 415 and the related prospectusRule 462 as amended by Securities Act Release No. 8591. Parent will use its reasonable best efforts to maintain its status as a “well known seasoned issuer” as defined in Rule 405 as amended by Securities Act Release No. 8591. If required by applicable lawParent is not a “well known seasoned issuer” or is otherwise ineligible to utilize the automatic shelf registration process, subject then Parent shall use its reasonable best efforts to have the terms and conditions hereof, after Shelf Registration Statement declared effective under the Securities Act as expeditiously as practicable. Parent will use its reasonable best efforts to maintain the effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such including by filing any necessary post-effective amendments and prospectus or amendment supplements, or, alternatively, by filing new registration statements relating to the Resale Registrable Common Shares as required by Rule 415 under the Securities Act to permit the disposition of all Registrable Common Shares pursuant hereto until the earliest date on which (i) all Registrable Common Shares registered pursuant to the Shelf Registration Statement as necessary or any successors thereto have been sold or (ii) all Registrable Common Shares may be sold pursuant to name as selling securityholders therein any other Holders that provide to Rule 144(k) under the Company Securities Act (“Effectiveness Period”). If Parent registers all of the Registrable Common Shares on a duly completed Shelf Registration and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to maintains the initial date effectiveness of effectivenessthe Shelf Registration, and otherwise satisfies its obligations under this Agreement in all material respects, no Holder shall use commercially reasonable efforts be permitted to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by exercise the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsregistration rights set forth in Section 2.1 of this Agreement.

Shelf Registration. (a) Subject to Section 2.11, The Company Issuers shall promptly file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Initial Shelf Registration Statement”) and shall be on Form S‑1 or another appropriate form permitting the resale registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statementmanner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuers shall use its their respective commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable Securities Act and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 180 days after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a is declared effective, (ii) such shorter period ending when all shares of Common Stock Registrable Securities covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered Shelf Registration or, if applicable, a duly completed and executed Notice and Questionnaire to the Company on Subsequent Shelf Registration or prior to (iii) the date ten upon which all Registrable Securities have been otherwise sold (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers (except any Initial Purchaser with respect to an unsold allotment of Notes) to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company Issuers determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company Issuers, would be detrimental to the Company Issuers 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.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as reasonably practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration”). If the Issuers shall not have yet filed the Exchange Registration Statement, each of the Issuers shall file with the Commission the Initial Shelf Registration on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, each of the Issuers shall file as promptly as practicable (such period not to exceed 60 days) with the Commission the Initial Shelf Registration after the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial 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). Each of the Issuers shall use its reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 24 months from the Issue Date (or, if Rule 144(k) under the Securities Act is amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the last paragraph of Section 5 hereof) or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes has been declared effective under the Securities Act (the “Resale Shelf Registration StatementEffectiveness Period”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months).

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and file or cause to be prepared and filed with the Commission, not earlier later than the first anniversary of Business Day on or following the IPO Date and not later than thirteen date that is one hundred eighty (13180) months days after the IPO Closing Date (the “Filing Deadline Date”), a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the a “Resale Shelf Registration Statement”, which term shall include the Initial Shelf Registration Statement and each Subsequent Shelf Registration Statement) and permitting registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”); provided, that before filing any Registration Statement with the SEC, the Company shall furnish to the Initial Purchasers, counsel for the Initial Purchasers and Holders’ Counsel (to the extent the Company has received written notice of the designation of Holders’ Counsel) copies of all such documents proposed to be filed and use its reasonable efforts to reflect in each such document when so filed with the SEC such comments as the Initial Purchasers, counsel for the Initial Purchasers or such designated Holders’ Counsel reasonably shall propose within five (5) Business Days of the delivery of such copies to the Initial Purchasers, counsel for the Initial Purchasers and such designated Holders’ Counsel. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement, provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company, which may be withheld in the Company’s discretion. The Company shall use its commercially reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as reasonably practicable date that is not later than the first Business Day on or following the date that is two hundred seventy (270) days after the filing thereof, Closing Date (the “Effectiveness Deadline Date”) and, subject to Sections 2.1(d) and 2.11Section 3(c)(2), to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as defined below) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Effectiveness Period. At the time the Initial Shelf Registration Statement are no longer Registrable Securities. Each Initial is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to the date such time of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus. If required by Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and promptly file not earlier than with the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Company shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration Statement”) and on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting the resale registration of such Registrable Securities for resale by such Holders in accordance with the methods manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities and the Guarantees or, if a Shelf Notice has been filed by any holder of distribution set forth Existing Notes under the Existing Registration Rights Agreement, the Existing Notes and Guarantees thereof, to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the date ten (10) Business Days prior Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act from the date of effectiveness of on which the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be is declared effective by the Commission as promptly as reasonably practicable after SEC until one year following the filing thereofeffective date of the Shelf Registration Statement (or such shorter period that will terminate when all the Registrable Securities covered by such Shelf Registration have been sold pursuant to such Shelf Registration or are Freely Tradable) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company shall may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of 45 consecutive days or more than one (1) time during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, 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 if such action is required by applicable law.

Shelf Registration. (a) Subject The Company shall mail as soon as practicable a questionnaire (the "Questionnaire"), soliciting the information required by Items 507 and 508 of Regulation S-K, to Section 2.11each of the Holders. As a condition to any Holder's Transfer Restricted Securities being included, and such Holder being named as a selling securityholder, in the Shelf Registration referred to below, such Holder shall submit to the Company a fully completed Questionnaire and shall prepare agree to amend and submit to the Company a revised Questionnaire any time the information contained therein ceases to be accurate and complete. The Company agrees to file not earlier than with the first anniversary of SEC on or prior to the IPO Date and not later than thirteen (13) months after the IPO Filing Date, a “shelf” registration statement with respect to Registration Statement (the resale of the Registrable Securities (“Resale "Shelf Registration”") by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering the resale of all of the Transfer Restricted Securities held by Holders and the issuance by the Company of the Warrant Shares upon exercise of the Warrants by any Person other than a Holder. Holders that fully complete and return their Questionnaires at least two Business Days prior to the date the Shelf Registration is intended to be filed, as stated in the cover letter accompanying the Questionnaires shall have their Transfer Restricted Securities included in the initial filing of the Shelf Registration. Following the initial filing of the Shelf Registration, the Company shall include the Transfer Restricted Securities held by, and shall name as selling securityholders, in the final Prospectus relating to such Shelf Registration, any Holder that returns a fully completed Questionnaire after such cut-off date but not less than two Business Days before the date on which the Company files with the SEC its request for acceleration of effectiveness of the Shelf Registration. Following the date on which the Shelf Registration is declared effective by the SEC, the Company will use its reasonable best efforts to prepare and file a post-effective amendment to the Shelf Registration or a supplement to the Prospectus, as may be required under the Securities Act, to include in the Shelf Registration the Transfer Restricted Securities held by, and/or name as a selling securityholder in the Prospectus, any Holder within five Business Days after receipt from such Holder of a fully completed Questionnaire. The Shelf Registration shall be on Form S-3 under the Securities Act (the “Resale Shelf Registration Statement”) and or another appropriate form permitting the resale registration of such Registrable Transfer Restricted Securities for resale by such the Holders in accordance with the methods manner or manners reasonably designated by them and the issuance by the Company of distribution set forth in the Resale Shelf Registration StatementWarrant Shares upon exercise of the Warrants by any Person other than a Holder. The Company shall use its commercially reasonable efforts best efforts, as described in Section 4, to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire pursuant to the Company Securities Act on or prior to the date ten Effectiveness Target Date, and to keep the Shelf Registration continuously effective under the Securities Act until the earlier of (10i) Business Days prior to four years after the Closing Date, (ii) the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement that all Warrant Shares have been issued and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose there cease to be declared effective by outstanding any Transfer Restricted Securities (the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months"Effectiveness Period").

Shelf Registration. (a) Subject to Section 2.11At any time on or after the Effective Date, any Holder may request that the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to Registration Statement for a Shelf Registration covering the resale of all of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act on Form S-3 (the “Resale Form S-3 Shelf”) or, if Form S-3 is not available, on Form S-1 (a “Form S-1 Shelf” and, together with the Form S-3 Shelf and any Automatic Shelf Registration Statement, a “Shelf Registration Statement”) ), and permitting the resale Company shall file such Shelf Registration Statement with the Commission within 90 days after the receipt of such request. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing of any Shelf Registration Statement at least ten (10) Business Days prior to such filing to all Holders of Registrable Securities by and shall include in such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration StatementStatement all Registrable Securities held by Holders on the date of the Company Shelf Registration Notice with respect to which the Company has received written requests for inclusion therein within five (5) Business Days of the date of the Company Shelf Registration Notice. The Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable and to remain effective until the earlier of (i) the date on which all Registrable Securities included in such registration have been sold; (ii) the date on which all such securities are no longer Registrable Securities; and (iii) the maximum length permitted by the Commission (the “Effectiveness Period”), including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than 45 days after the date of such ineligibility and using its commercially reasonable efforts to have such Registration Statement declared effective as promptly as practicable. The Company shall use its commercially reasonable efforts to cause maintain the Resale effectiveness of the Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, (subject to Sections 2.1(dpostponement or suspension as provided for in Section 4(a) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by (b) hereof) during the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsEffectiveness Period.

Shelf Registration. In the event that (ai) Subject the Exchange Offer Registration provided in Section 2(a) above is not available to Section 2.11, any Holder or may not be consummated as soon as practicable after the Company shall prepare and file not earlier than the first anniversary last day of the IPO Exchange Period because, in either case, it would violate applicable securities laws or because the applicable interpretations of the staff of the Commission would not permit the The Company agrees, subject to applicable law or applicable interpretation of the staff of the Commission, to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Act for a period ending on the earlier of the date three years from the Closing Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect subject to extension pursuant to the resale last paragraph of Section 3) or when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (“Resale the "Effectiveness Period"). The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration”) by . The Company will, in the Holders thereof on an appropriate form for an offering event a Shelf Registration Statement is declared effective, provide to be made on each Holder copies of the prospectus which is a delayed or continuous basis pursuant to Rule 415 under part of the Securities Act (the “Resale Shelf Registration Statement”) , notify each such Holder when the Shelf Registration Statement has become effective and permitting take certain other actions as are customary to permit unrestricted resales of the resale of such Registrable Securities covered by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall further agrees, if necessary, to use its commercially reasonable best efforts to cause supplement or amend the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if required by the Act or the rules, regulations or instructions applicable to the registration form used by the Company shall file a supplement to for such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein or by any other Holders that provide rules and regulations thereunder for shelf registrations, or if reasonably requested by the Majority Holders, and the Company agrees to furnish to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date Holders copies of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthspromptly after its being used or filed with the Commission.

Shelf Registration. (a) Subject to Section 2.11, the Company The Issuers shall prepare and file not earlier than file, or cause to be prepared and filed, with the first anniversary of SEC, as soon as practicable but in any event by the IPO Date and not later than thirteen date (13the “Filing Deadline Date”) months that is ninety (90) days after the IPO Issue Date, a Registration Statement (the “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Initial Shelf RegistrationRegistration Statement”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under registering the resale from time to time by Holders thereof of all of the Registrable Securities Act (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Resale rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement”) and permitting Statement shall provide for the resale registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution set forth in elected by the Resale Holders. In no event shall the Initial Shelf Registration StatementStatement be filed with the SEC prior to completion of the offering of the Notes contemplated by the Purchase Agreement. The Company Issuers shall use its commercially reasonable best efforts to (i) cause the Resale Initial Shelf Registration Statement to be declared become effective by under the Commission Securities Act as promptly as reasonably practicable but in any event by the date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days after the filing thereof, and, subject to Sections 2.1(dIssue Date and (ii) and 2.11, to keep such Resale the Initial Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale (and any Subsequent Shelf Registration Statement are no longer Registrable Securities(as hereinafter defined)) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each At the time the Initial Shelf Registration Statement becomes effective under the Securities Act, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to before the date of such effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus. If required by Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). The Notes Issuer shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration. The Initial Shelf Registration Statement”) and shall be on Form S-1 or another appropriate form permitting registration of the Registrable Notes for resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, one or more Underwritten Offerings). The Notes Issuer shall not permit any securities other than the Registrable Notes to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Notes Issuer shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after Securities Act within 365 days of the filing thereof, and, subject to Sections 2.1(d) one-year anniversary of the Issue Date and 2.11, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the date that is three years from the Issue Date or such shorter period ending when all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or, if applicable, a selling securityholder in the Resale Subsequent Shelf Registration Statement and (the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. Notwithstanding anything to the contrary in this Agreement, at any time, the Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 90 days in any calendar year (a “Shelf Suspension Period”), if the board of directors of the Notes Issuer determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the board of directors of the Notes Issuer, would be detrimental to the Notes Issuer (or to any of the Guarantors, if such Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11, The Issuer shall file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which SECTION 2(c)(iv) is applicable (the "INITIAL SHELF REGISTRATION"). The Issuer shall use its reasonable best efforts to file with the Commission the Initial Shelf Registration as promptly as practicable, but in no event later than 45 days after the Issuer has notice of the Shelf Filing Event. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Issuer shall use its reasonable best efforts (x) to cause the Initial Shelf Registration to be declared effective under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten later of the 60th day after the Issuer has notice of the Shelf Filing Event or the 180th day after the Issue Date and (10y) Business Days prior to keep the Initial Shelf Registration continuously effective under the Securities Act for the period ending on the date of effectiveness of which is two years from the Resale Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when all Registrable Notes covered by Shelf Registration Statement shall be named as a selling securityholder have been sold in the Resale manner set forth and as contemplated in such Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofRegistration; provided, however, that the Company shall Issuer may suspend the effectiveness of a Shelf Registration Statement by written notice to the Holders for a period not be obligated to file exceed 30 days in any calendar year if (i) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Issuer's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading and (ii) (a) the Issuer determines in good faith that the disclosure of such prospectus supplement event at such time would have a material adverse effect on the business, operations or post-effective amendment more frequently than every three monthsprospects of the Issuer and its subsidiaries, taken as a whole, or (b) the disclosure otherwise relates to a previously undisclosed pending material business transaction, the disclosure of which would impede the Issuer's ability to consummate such transaction.

Shelf Registration. (a) Subject to Section 2.11, the Company The Issuer shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “"shelf” " registration statement (the "SHELF REGISTRATION STATEMENT") with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by to be issued to the Holders thereof Stockholders pursuant to the Merger Agreement, on an appropriate form Form S-3 for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (Act. The Issuer agrees to give the “Resale Shelf Registration Statement”) Company and permitting the resale Stockholders not less than 30 days advance notice of such Registrable Securities by such Holders in accordance with its intent to file the methods of distribution set forth in the Resale Shelf Registration Statement. The Company Subject to the provisions of Section 3.6 hereof, the Issuer shall use its commercially reasonable efforts to cause file the Resale Shelf Registration Statement no later than 30 days prior to the date it reasonably anticipates the Closing will occur; PROVIDED that no such filing shall be required to be made prior to the Closing if the Issuer determines following consultation with outside securities counsel to the Issuer that such filing could prevent the offer and sale of the Issuer Common Stock to the Stockholders in the Merger from having the benefit of an exemption from registration under the Securities Act, and a firm of outside securities counsel to the Stockholders reasonably concurs with the advice of such outside securities counsel to the Issuer. The Issuer shall use commercially reasonable efforts to have the Shelf Registration Statement declared effective by on the Commission as Closing Date or promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) thereafter and 2.11, shall use commercially reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective for a period ending when all shares effective, subject to the provisions of Common Stock covered by Section 3.6 hereof, during the Resale time (the "EFFECTIVENESS PERIOD") from the date such Shelf Registration Statement are no longer is declared effective (the "EFFECTIVE TIME") until the earlier of (i) one year after the Closing, or (ii) such time as all of the Registrable Securities cease to be Registrable Securities. Each Initial Holder that has delivered a duly completed At the Effective Time, each Stockholder (and executed Notice and Questionnaire to the Company on or prior to the date ten (10each subsidiary of such Stockholder designated by such Stockholder) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by Prospectus in such a manner as to permit such Stockholder (and such designees) to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw under ordinary circumstances, subject to the terms and conditions hereof, after effectiveness compliance with blue sky laws. The "Plan of Distribution" section of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as and Prospectus shall state that the Registrable Securities may be sold by the selling securityholders therein following the Effective Time in any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective legal manner selected by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsStockholders.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall as promptly as practicable file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration”). The Notes Issuer shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration. The Initial Shelf Registration Statement”) and shall be on Form S-1 or another appropriate form permitting registration of the Registrable Notes for resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Notes Issuer shall not permit any securities other than the Registrable Notes to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Notes Issuer shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after Securities Act within 395 days of the filing thereof, and, subject to Sections 2.1(d) Issue Date and 2.11, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the date that is three years from the Issue Date or such shorter period ending when all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as or, if applicable, a selling securityholder in the Resale Subsequent Shelf Registration Statement and (the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof“Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. Notwithstanding anything to the contrary in this Agreement, at any time, the Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not be obligated to file in excess of an aggregate of 90 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Notes Issuer determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Notes Issuer, would be detrimental to the Notes Issuer (or to any of the Parent Guarantors, if such Parent Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.11The Partnership will (i) within 14 days following the date of this Agreement, the Company shall prepare and file (to the extent not earlier than previously filed) a Shelf Registration Statement (which Shelf Registration Statement shall be an Automatic Shelf Registration Statement if the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement Partnership is then eligible to file an Automatic Shelf Registration Statement with respect to the such registration), registering for resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, and (ii) use its reasonable best efforts to cause such Shelf Registration Statement to become effective as soon as reasonably practicable following such filing, but in any event no later than the “Resale earlier of (A) the 120th day following the date of this Agreement and (B) the 7th day after (1) the day on which the SEC staff advises the Partnership that the SEC staff will not review the Shelf Registration Statement or (2) if the SEC staff reviews the Shelf Registration Statement”) and permitting , the resale of such Registrable Securities by such Holders in accordance with day on which the methods of distribution set forth in SEC staff advises the Resale Partnership that the SEC staff has no further comments on the Shelf Registration Statement. The Company plan of distribution indicated in the Shelf Registration Statement will include all such methods of sale as any Holder may reasonably request in writing at least five Business Days prior to the filing of the Shelf Registration Statement and that can be included in the Shelf Registration Statement under the rules and regulations of the SEC. Until all Registrable Securities cease to be Registrable Securities, the Partnership shall use its commercially reasonable best efforts to cause keep current and effective for the Resale maximum period permitted by the rules and regulations of the SEC, such Shelf Registration Statement and file such supplements or amendments to such Shelf Registration Statement (or file a new Shelf Registration Statement (which Shelf Registration Statement shall be declared effective by an Automatic Shelf Registration Statement if the Commission Partnership is then eligible to file an Automatic Shelf Registration Statement) when or before such preceding Shelf Registration Statement expires pursuant to the rules of the SEC) as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, may be necessary or appropriate in order to keep such Resale Shelf Registration Statement continuously effective and useable for a period ending when the resale of all shares of Common Stock covered by Registrable Securities under the Resale Securities Act. Any Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire when declared effective (including the documents incorporated therein by reference) will comply in all material respects as to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness form with all applicable requirements of the Resale Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Shelf Registration Statement shall be named as contain all language reasonably requested by any Holder to allow a selling securityholder in distribution of Registrable Securities to its direct or indirect limited partners, members or other equityholders. At the Resale Shelf Registration Statement and reasonable request of any such Holder the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company Partnership shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsamendments necessary to effect any such distribution and to include the recipients of any such distribution in the Shelf Registration Statement, if such recipient is properly transferred the rights under this Agreement pursuant to Section 2.8 hereof.

Shelf Registration. (a) Subject to Section 2.11, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and The Issuer shall: not later than thirteen (13) months 90 days after the IPO Datedate hereof (the "Shelf Filing Deadline"), cause to be filed a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale "Shelf Registration Statement”) and permitting the resale "), which Shelf Registration Statement shall provide for resales of such all Registrable Securities held by such Holders in accordance with that have provided the methods information required pursuant to the terms of distribution set forth in the Resale Shelf Registration Statement. The Company shall Section 2(b) hereof; use its commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable no later than 180 days after the filing thereof, and, date hereof (the "Effectiveness Target Date"); and subject to Sections 2.1(dSection 4(b)(i) and 2.11hereof, use its reasonable best efforts to keep such Resale the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Registrable Securities entitled to the 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 ending when all shares (the "Effectiveness Period") of: two years after the date of Common Stock covered by filing of the Resale Shelf Registration Statement; or such shorter period, from the date of filing of the Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered until either of (i) the sale pursuant to a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder of all the Registrable Securities or (ii) the expiration of the holding period applicable to the Registrable Securities held by Holders that are not Affiliates of the Issuer under Rule 144(k) under the Securities Act. No Holder of Registrable Securities may include any of its Registrable Securities in the Resale Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Issuer in writing, prior to or on the 20th Business Day after receipt of a request therefor (the "Questionnaire Deadline"), such information as the Issuer 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. In connection with all such requests for information from Holders of Registrable Securities, the related prospectusIssuer shall notify such Holders of the requirements set forth in the preceding sentence. If No Holder of Registrable Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information prior to or on the Questionnaire Deadline. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make information previously furnished to the Issuer by applicable lawsuch Holder not materially misleading. Liquidated Damages. If: the Shelf Registration Statement has not been filed with the Commission prior to or on the Shelf Filing Deadline, the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date, subject to the terms and conditions provisions of Section 4(b)(i) hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary is filed and declared effective but, during the Effectiveness Period and after the Effectiveness Target Date, shall thereafter cease to name as selling securityholders therein any other Holders that provide be effective or fail to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) be usable for its intended purpose without being succeeded within five Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any by a post-effective amendment to such Resale the Shelf Registration Statement or a report filed for such purpose to be declared effective by with the Commission as promptly as reasonably practicable after pursuant to Section 13(a), 13(c), 14 or 15(d) of the filing thereof; providedExchange Act that cures such failure and, however, that in the Company shall not be obligated to file any such prospectus supplement or case of a post-effective amendment more frequently than every three monthsamendment, is itself declared effective within such five Business Day period, or prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated, (each such event referred to in foregoing clauses (i) through (iv), a "Registration Default"), then the Issuer hereby agrees to pay liquidated damages ("Liquidated Damages") to each Holder from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured in an amount equal to: with respect to such Holder's Convertible Notes, for the first 90-day period during which a Registration Default shall have occurred and be continuing but excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the principal amount of such Holder's then outstanding and not converted Convertible Notes, increasing to an amount per annum on the principal amount of such Holder's then outstanding and not converted Convertible Notes equal to 0.50% on the 91st day, provided that in no event shall the aggregate Liquidated Damages pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the principal amount of the then outstanding Convertible Notes; with respect to such Holder's Common Stock issued upon conversion of Convertible Notes for the first 90-day period during which a Registration Default shall have occurred and be continuing but excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the principal amount of such Holder's converted Convertible Notes, increasing to an amount per annum on the principal amount of such Holder's converted Convertible Notes equal to 0.50% on the 91st day, provided that in no event shall the aggregate Liquidated Damages pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the principal amount of the then converted Convertible Notes; All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Issuer on each Damages Payment Date by wire transfer of immediately available funds or by federal funds check. Following the cure of all Registration Defaults relating to any particular Convertible Note or share of Common Stock, the accrual of Liquidated Damages with respect to such Convertible Note or share of Common Stock will cease. All obligations of the Issuer set forth in this Section 3 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full. The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the Holders of Registrable Securities for such Registration Default.

Shelf Registration. (a) Subject to Section 2.11, The Issuers shall promptly file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Filing Date. The Initial Shelf Registration Statement shall be named as a selling securityholder on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the Resale manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale or any Subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement (as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and defined below). The Issuers shall use commercially their reasonable best efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years from the Issue Date; (ii) such shorter period ending when all Registrable Securities covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company shall not be obligated to file determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Issuers 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.

Shelf Registration. (i) The Company shall prepare and, no later than the 40th day following each of (a) Subject to Section 2.11the Initial Closing Date, file with the SEC, one or more registration statements covering the resale and distribution of all of the Initial Shares and (b) the Subsequent Closing Date, file with the SEC, one or more registration statements covering the resale and distribution of all of the Subsequent Shares (whether singular or plural, the “Shelf Registration Statement”). The Shelf Registration Statement shall be on Form S-3 (if the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13is eligible to use Form S-3) months after the IPO Date, a “shelf” or another appropriate form permitting registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) for resale by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration StatementHolders. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective by the Commission as promptly soon as reasonably practicable (and in any event within 100 days after the filing thereofits filing), and, subject once, effective, the Company shall use its commercially reasonable efforts to Sections 2.1(d) and 2.11, to keep maintain the effectiveness of such Resale Shelf Registration Statement continuously effective for a period ending when all shares until the earlier of Common Stock covered by (i) the Resale fourth anniversary of the Initial Closing Date with respect to the Shelf Registration Statement are no longer Registrable Securities. Each covering the Initial Holder that has delivered a duly completed Shares and executed Notice and Questionnaire the Subsequent Closing Date with respect to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall covering the Subsequent Shares or (ii) the date all Registrable Securities purchased by the Purchaser may be named as a selling securityholder in sold under SEC Rule 144, without volume or manner-of-sale restrictions (the Resale Shelf Registration Statement and the related prospectus“Effective Period”). If required by applicable law, subject to the terms and conditions hereof, after effectiveness The “Plan of the Resale Distribution” section of such Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment as it relates to the Resale Holders, shall be in substantially the form attached hereto as Exhibit A. The Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to may include a primary registration initiated by the Company and may be a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to secondary registration requested by other holders of the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofCompany’s securities; provided, however, that the Company shall identify the Holders and include all Registrable Securities held by such Holders in the Shelf Registration Statement (unless the Holders of the Registrable Securities otherwise instruct the Company in writing). The Company shall be required to comply with its obligations set forth herein relating the Shelf Registration Statement, including the deadlines contemplated hereby, whether or not be obligated to file any such prospectus supplement a registration is initiated by the Company or post-effective amendment more frequently than every three monthsrequested by other holders of the Company’s securities.

Shelf Registration. (a) Subject to Section 2.11, The Issuer shall promptly file with the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering the Registrable Securities Act that are subject to the Shelf Notice (the “Resale Initial Shelf Registration”). The Initial Shelf Registration Statement”) and shall be on Form S-1 or another appropriate form permitting the resale registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statementmanner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and Issuer shall use commercially reasonable efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for such purpose to be declared effective under the Securities Act and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years from the Issue Date or (ii) such shorter period ending when all Registrable Securities covered by the Commission Initial Shelf Registration have been sold in the manner set forth and as promptly as reasonably practicable after contemplated in the filing thereofInitial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the “Effectiveness Period”); provided, however, that the Company Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if (i) an event or circumstance occurs and is continuing as a result of which the Initial Shelf Registration Statement or Subsequent Shelf Registration, the related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be obligated filed would, in the reasonable and good faith judgment of the board of directors (the “Board of Directors”) of the Issuer, contain an untrue statement of a material fact or omit to file state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such prospectus supplement Initial Shelf Registration Statement or postthe continuing effectiveness thereof would require the disclosure of non-effective amendment more frequently than every three monthspublic material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. (a) Subject to Section 2.11, the The Company shall prepare and use its best efforts to file not earlier than or cause to be filed with the first anniversary of the IPO Date and not later than thirteen (13) months Commission on or prior to 30 days after the IPO Closing Date, a “shelf” shelf registration statement with respect pursuant to Rule 415 (as may then be amended) under the resale Act (the "Shelf Registration Statement") on Form S-1 or Form S-3, if the use of such form is then available and as determined by the Registrable Company, to cover resales of Transfer Restricted Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering who satisfy certain conditions relating to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (provision of information in connection with the “Resale Shelf Registration Statement”) and permitting the resale . The Holders of such Registrable Transfer Restricted Securities by such Holders in accordance with shall have provided the methods of distribution set forth in the Resale Shelf Registration Statementinformation required pursuant to Section 3(g) hereof. The Company shall use its commercially reasonable best efforts to cause the Resale such Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable on or prior to 90 days after the filing thereof, and, subject to Sections 2.1(d) and 2.11, Closing Date. The Company shall use its reasonable best efforts to keep such Resale Shelf Registration Statement continuously effective for a period ending three years from the effective date thereof or such shorter period that will terminate when all shares each of Common Stock the Transfer Restricted Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose cease to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofa Transfer Restricted Security; provided, however, provided that the Company shall not be obligated to keep the Shelf Registration Statement effective as to any period with respect to which the Company has received a written opinion, which has been furnished to and is reasonably acceptable to the Initial Purchasers, from the Company's counsel, Ballxxx Xxxxx Xxxxxxx & Xngexxxxx, xx other counsel designated by the Company and reasonably acceptable to the Initial Purchasers ("Company Counsel"), to the effect that the Transfer Restricted Securities can be freely offered and sold in the public markets without the continued effectiveness of the Shelf Registration Statement. The Company further agrees to use its reasonable best efforts to prevent the happening of any event that would cause the Shelf Registration Statement to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to be not effective and usable for resale of the Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable. Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) to be not effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable, the Company upon knowledge of such an event, shall as promptly as practicable file an amendment to the Shelf Registration Statement, in the case of clause (i), correcting any such prospectus supplement misstatement or postomission, and in the case of either clause (i) or (ii), use its best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. Notwithstanding anything to the contrary in this Section 3, subject to compliance with Sections 4 and 5(b), if applicable, the Company may prohibit offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement at any time if (A) (i) it is in possession of material non-effective amendment public information, (ii) the Board of Directors of the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) the Board of Directors of the Company determines in good faith that disclosure of such material non-public information would not be in the best interests of the Company and its stockholders or (B) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more frequently than every three months.of its subsidiaries (i) that is material to the Company and its subsidiaries taken as a whole and (ii) the Board of Directors of the Company determines in good faith that offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement prior to the consummation of such transaction (or such earlier date as the Board of Directors shall determine) is not in the best interests of the Company and its stockholders (the period during which any such prohibition of offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement is in effect pursuant to clause (A) or (B) of this subparagraph (a) is referred to herein as a "Suspension Period"). A Suspension Period shall commence on and include the date on which the

Shelf Registration. MWE shall use its commercially reasonable best efforts to (ai) Subject to Section 2.11, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale one Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Registration Statement under the Securities Act covering the Registrable Securities and (the “Resale ii) cause such Shelf Registration Statement”Statement to become effective no later than July 1, 2013. To the extent that such Shelf Registration Statement does not become effective on or prior to July 1, 2013, other than at the fault of a Selling Holder, without the prior written consent of the Holders of a majority of the Registrable Securities, MWE will not sell equity securities for its own account in an Underwritten Offering until such Shelf Registration Statement is effective. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by MWE; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from such Shelf Registration Statement and permitting the resale Managing Underwriter at any time shall notify MWE in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities by Securities, MWE shall use its commercially reasonable efforts to include such Holders in accordance with the methods of distribution set forth information in the Resale Shelf Registration Statementprospectus supplement. The Company shall MWE will use its commercially reasonable efforts to cause the Resale Shelf Registration Statement filed pursuant to this Section 2.01(a) to be declared continuously effective under the Securities Act until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder have been distributed in the Resale Shelf Registration Statement manner set forth and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale as contemplated in such Shelf Registration Statement, the Company shall file a supplement to (ii) there are no longer any Registrable Securities covered by such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to outstanding and (iii) July 1, 2019 (the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale "Effectiveness Period"). The Shelf Registration Statement filed for such purpose pursuant to this Section 2.01(a) when it becomes or is declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be declared effective by stated therein or necessary to make the Commission statements therein not misleading (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as promptly as reasonably practicable after following the filing thereof; providedEffective Date of the Shelf Registration Statement filed pursuant to this Section 2.01(a), howeverbut in any event within three Business Days of such date, that MWE will notify the Company shall not be obligated to file any Selling Holders of the effectiveness of such prospectus supplement or post-effective amendment more frequently than every three monthsShelf Registration Statement.

Shelf Registration. One Initiating Request may be made for a shelf registration statement (aa “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”) providing for the sale by the Holders of any or all of the Registrable Notes (the date of such request, the “Shelf Request Date”). After the Shelf Request Date, the Issuers shall (i) use their reasonable best efforts to file, at the earliest practicable date, such Shelf Registration Statement under the Securities Act and (ii) use their reasonable best efforts to have such Shelf Registration Statement thereafter declared effective by the Commission at the earliest practicable date, but in any event not later than 120 days after the Shelf Request Date or, if a Shelf Registration Statement is reviewed by the Staff of the Commission, not later than 180 days after the Shelf Request Date. Subject to Section 2.119(b), the Company shall prepare and file not earlier than Issuers agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective under Rule 415 of the Securities Act until the earliest to occur of (i) the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of date such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be initially is declared effective by the Commission as promptly as reasonably practicable after (plus a number of Business Days equal to the filing thereofnumber of Business Days, andif any, subject to Sections 2.1(d) and 2.11, to keep such Resale that the Shelf Registration Statement continuously is not kept effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectivenessits effectiveness and prior to the first anniversary thereof), and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale (ii) the day after the date on which all of the Registrable Notes covered by the Shelf Registration Statement filed for such purpose have been sold pursuant to the Shelf Registration Statement or (iii) the first date on which there shall cease to be declared effective by any Registrable Notes. In the Commission case of a registration statement pursuant to this Section 3(b), the Issuers agree to cause the Indenture to continue to be qualified under the Trust Indenture Act of 1939, as promptly as reasonably practicable after amended, and in the filing thereof; providedevent that such qualification would require the appointment of a new trustee under the Indenture, however, that the Company Issuer shall not be obligated appoint a new trustee pursuant to file any such prospectus supplement or post-effective amendment more frequently than every three monthsthe applicable provisions of the Indenture.

Shelf Registration. (a) Subject to Section 2.11The Issuers shall, the Company shall prepare and file not earlier than the first anniversary as promptly as reasonably practicable after delivery of the IPO Date and not later than thirteen (13) months after Shelf Notice, file with the IPO Date, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the "Initial Shelf Registration"). If the Issuers shall not have yet filed the Exchange Registration Statement, the Issuers shall file with the Commission the Initial Shelf Registration on or prior to the Filing Date and shall use their reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act (on or prior to the “Resale Effectiveness Date. Otherwise, the Issuers shall file with the Commission the Initial Shelf Registration Statement”) within 60 days of the delivery of the Shelf Notice and permitting shall use their reasonable best efforts to cause such Shelf Registration to be declared effective under the resale Securities Act on or prior to the 60th day after filing of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Initial Shelf Registration Statement. The Company Initial 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 the Holders of a majority in aggregate principal amount of the Registrable Notes included in such Registration Statement (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration. Each of the Issuers shall use its commercially reasonable best efforts to cause keep the Resale Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Issue Date (or, if Rule 144(k) under the Securities Act is amended to be declared effective permit unlimited resales by the Commission as promptly as reasonably practicable after the filing thereofnon-affiliates within a lesser period, and, such lesser period) (subject to Sections 2.1(dextension pursuant to the last paragraph of Section 5 hereof) and 2.11, to keep (the "Effectiveness Period") or such Resale Shelf Registration Statement continuously effective for a shorter period ending when (i) all shares of Common Stock Registrable Notes covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. Each have been sold in the manner set forth and as contemplated in the Initial Holder that has delivered Shelf Registration or (ii) a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness Subsequent Shelf Registration covering all of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be Registrable Notes has been declared effective by under the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three monthsSecurities Act.

Shelf Registration. (a) Subject As soon as practicable following the Closing of the purchase of the Common Units pursuant to Section 2.11the terms of the Purchase Agreement, but in any event within 120 days of the Company Closing, PAA shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect under the Securities Act to permit the public resale of the Registrable Securities (“Resale Shelf Registration”) from time to time as permitted by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement). The Company PAA shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective by the Commission as promptly soon as reasonably practicable but no later than 240 days after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Closing (the “Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectusRegistration”). If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale The Shelf Registration Statement filed for pursuant to this Section 2.01(a) shall be on such purpose to be declared effective by appropriate registration form of the Commission as promptly as reasonably practicable after the filing thereofshall be selected by PAA; provided, however, that if a prospectus supplement will be used in connection with the Company marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall not notify PAA in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be obligated to file any used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, PAA shall use its commercially reasonable efforts to include such information in the prospectus. PAA will cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act until all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in the Shelf Registration Statement or post-there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). The Shelf Registration Statement when declared effective amendment more frequently than every three months(including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Shelf Registration. (a) Subject At any time and from time to Section 2.11, time before the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Expiration Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the one or more Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Requesting Holders”), which, together with their respective Affiliates, in the aggregate, owns or has the right to acquire at least 100,000 shares of Registrable Securities, may make a written request that the Company file a shelf registration statement (a “Shelf Registration Statement”) and permitting pursuant to Rule 415 promulgated under the resale Securities Act providing for the sale by the Requesting Holders of such all or part of the Registrable Securities owned or to be acquired by such the Requesting Holders. Requesting Holders in accordance with the methods of distribution set forth in the Resale may request more than one Shelf Registration StatementStatement be filed pursuant hereto, but in each case prior to the Expiration Date. A majority-in-interest of the Requesting Holders may, at their option, request that the Company file a Shelf Registration Statement using Form S-3, if such form is available for use by the Company. The Company shall use its commercially reasonable efforts to cause the Resale file such Shelf Registration Statement at the earliest practicable date, and use commercially reasonable efforts to be have such Shelf Registration Statement thereafter declared effective by the Commission as promptly as reasonably SEC at the earliest practicable after the filing thereof, and, subject date. The Company agrees to Sections 2.1(d) and 2.11, use commercially reasonable efforts to keep such Resale a Shelf Registration Statement continuously effective for the period beginning on the date on which a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire is declared effective until the earlier to the Company on or prior to occur of (i) three years after the date ten (10) Business Days prior to the date of effectiveness of the Resale such Shelf Registration Statement initially is declared effective by the SEC, (ii) the day after the date on which all of the Registrable Securities covered by a Shelf Registration Statement have been sold pursuant to a Shelf Registration Statement, (iii) the first date on which there shall cease to be named as a selling securityholder in the Resale any Registrable Securities covered by such Shelf Registration Statement and (iv) two years after the related prospectusExpiration Date. If required by applicable lawThe Company further agrees, subject if necessary, to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause supplement or amend a Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or by any post-effective amendment other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Requesting Holders whose Common Stock is included in such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file copies of any such prospectus supplement or post-effective amendment more frequently than every three monthspromptly after its being issued or filed with the SEC.

Shelf Registration. (a) Subject The Trust shall file or cause to Section 2.11be filed, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months within 150 days after the IPO DateDecember 20, 2000, a “shelf” Shelf Registration Statement providing for the registration statement with respect to of, and the resale sale on a continuous or delayed basis by the Holders of, all of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale have such Shelf Registration Statement to be declared effective by the Commission SEC as promptly soon as reasonably practicable after filing. The Trust will not permit any securities other than the filing thereofRegistrable Securities to be included in the Shelf Registration Statement. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Trust in writing, andwithin 15 days after receipt of a request therefor, subject such information as the Trust may, after conferring with counsel with regard to Sections 2.1(d) and 2.11information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Trust all information with respect to such Holder necessary to make the information previously furnished to the Trust by such Holder not materially misleading. The Trust agrees to use its commercially reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective and the Prospectus usable for a resales during the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period ending which will terminate when all shares of Common Stock the Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire have been sold pursuant to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness of the Resale Shelf Registration Statement shall or otherwise cease to be named as a selling securityholder Registrable Securities (the "Effectiveness Period"). The Trust will, in the Resale event a 3 NY/323214.1 Shelf Registration Statement and the related prospectus. If required by applicable lawis declared effective, subject provide to the terms and conditions hereof, after effectiveness each Holder a reasonable number of copies of the Resale Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement has become effective and take such other actions as necessary are required to name as selling securityholders therein any other Holders that provide permit unrestricted resales of the Registrable Securities. The Trust further agrees to supplement or amend the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed if and as required by the rules, regulations or instructions applicable to the registration form used by the Trust for such purpose to be declared effective Shelf Registration Statement or by the Commission as promptly as reasonably practicable after Securities Act or by any other rules and regulations thereunder for shelf registrations, and the filing thereof; provided, however, that Trust agrees to furnish to the Company shall not be obligated to file Holders of Registrable Securities copies of any such prospectus supplement or post-effective amendment more frequently than every three monthspromptly after its being used or filed with the SEC.

Shelf Registration. (a) Subject to Section 2.11, As soon as practicable following K-Sea’s receipt of written notice from the Company shall prepare and file not earlier than the first anniversary Holders of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the resale majority of the Registrable Securities then outstanding requesting the filing of a Shelf Registration Statement (the “Resale Demand Notice”), K-Sea shall use its reasonable best efforts to prepare and file a Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Registration Statement under the Securities Act (covering all Registrable Securities. K-Sea shall file the “Resale Shelf Registration Statement”) Statement and permitting the resale of such Registrable Securities by such Holders in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared become effective by the Commission as promptly as reasonably practicable no later than two hundred and forty (240) days after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to the date of effectiveness K-Sea’s receipt of the Resale Shelf Registration Statement shall be named as a selling securityholder in Demand Notice (the Resale Shelf Registration Statement and the related prospectus“Demand Notice Date”). If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale A Shelf Registration Statement filed for pursuant to this Section 2.01(a) shall be on such purpose to be declared effective by appropriate registration form of the Commission as promptly as reasonably practicable after the filing thereofshall be selected by K-Sea; provided, however, that if a prospectus supplement will be used in connection with the Company marketing of an Underwritten Offering from a Shelf Registration Statement and the Managing Underwriter at any time shall not notify K-Sea in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be obligated to file any used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, K-Sea shall use its reasonable best efforts to include such information in the prospectus supplement. K-Sea will use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). A Shelf Registration Statement when it becomes or postis declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Shelf Registration Statement, not misleading in the light of the circumstances under which a statement is made). As soon as practicable following the Effective Date of a Shelf Registration Statement, but in any event within three (3) Business Days of such date, K-effective amendment more frequently than every three monthsSea will notify the Selling Holders of the effectiveness of such Shelf Registration Statement.