Common use of Shelf Registration Clause in Contracts

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Act.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the Company The Issuers shall file, and shall thereafter use its commercially their reasonable best efforts to make and keep effective (including by renewing or refiling upon expiration), file with the SEC a shelf registration statement permitting the resale from time Registration Statement for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders covering all of the Registrable SecuritiesNotes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which registration statement Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Initial Shelf Registration shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other another appropriate form under permitting registration of such Registrable Notes for resale by Holders in the Securities Act for the type of offering contemplated manner or manners designated by a Stockholderthem (including, if the Company is without limitation, one or more underwritten offerings). The Issuers shall not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of permit any securities other than the Registrable Securities pursuant Notes to be included in the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the terms staff of this Article Vthe SEC, use its commercially their reasonable best efforts to cause such prospectus supplement the Initial Shelf Registration to be declared effective under the Securities Act promptly on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earlier of (x) the date which is two years from the Issue Date or (y) the date on which no Registrable Notes are outstanding (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. 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 the filing thereofreceipt 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 Takedown Request shall specify Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Registrable Securities Company all information required to be registered, their aggregate amount, and disclosed so that the intended method or methods of distribution thereof. The Requesting Stockholder agrees information previously furnished to provide the Company with by such information Holder not materially misleading and does not omit to state a material fact required to be stated therein or necessary in connection with a Takedown Request as may be reasonably requested by order to make the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actstatements therein not misleading.

Shelf Registration. (a) As soon promptly as reasonably practicable following the Closingpossible, and in any event within 30 days thereofon or prior to the Filing Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting “shelf” Registration Statement covering the resale from of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason (including, without limitation, the Commission’s interpretation of Rule 415) the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a Form S-3; in the event Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to time be made on a delayed or continuous basis pursuant to under the provisions of Rule 415 of under the Securities 1933 Act by or requires the Stockholders of the Registrable SecuritiesInvestor to be named as an “underwriter”, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible shall use its commercially reasonable best efforts to file a registration statement on Form S-3 (pursuant to persuade the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if SEC that the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by the Registration Statement is a Stockholder, if valid secondary offering and not an offering “by or on behalf of the Company issuer” as defined in Rule 415 and that the Investor is not then S-3 Eligiblean “underwriter”. ThereafterThe Investor shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have Investor’s counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e), the SEC refuses to alter its position, the Company shall, as promptly as reasonably practicable following shall (i) remove from the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to Registration Statement such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales portion of the Registrable Securities pursuant to (the Requesting Stockholder“Cut Back Shares”) and/or (ii) with the consent of the Investor’s intended method of distribution thereofcounsel, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under unreasonably withheld, agree to such restrictions and limitations on the Securities Act promptly after the filing thereof. Each Takedown Request shall specify registration and resale of the Registrable Securities as the SEC may require to be registered, their aggregate amount, and assure the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies Company’s compliance with the requirements of Rule 415; provided, however, that the Securities ActCompany shall not agree to name the Investor as an “underwriter” in such Registration Statement without the prior written consent of the Investor (collectively, the “SEC Restrictions”). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the filing of an additional Registration Statement with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be the Restriction Termination Date.

Shelf Registration. As soon as reasonably practicable following At any time from and after the Closing, date hereof and in any event within 30 days thereoffrom time to time, the Investor may make a written request to the Company shall file, to prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting under the resale from time to time Securities Act covering all of the Registrable Securities then outstanding on a delayed or continuous basis pursuant to Rule Section 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown RequestShelf Registration”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, . The Company will use its commercially reasonable efforts to cause prepare and file with the Commission, no later than 45 days following its receipt of such prospectus supplement to be declared effective written request (the “Shelf Registration Filing Date”), a registration statement under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify covering all of the Registrable Securities requested to be registered, their aggregate amount, included therein and the intended method Company will use its reasonable best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or methods facilitate the original issuance or subsequent resale and distribution of distribution thereofall securities requested to be registered hereunder. The Requesting Stockholder agrees to provide Notwithstanding the foregoing, however, the Company may defer the filing of such registration statement pursuant to and in accordance with the provisions of Section 2(i)(b). Such registration statement shall contain (unless the Holders otherwise direct) substantially the “Plan of Distribution” attached hereto as Annex A. Notwithstanding anything to the contrary, in the case of any shelf registration pursuant to this Section 2.2, the Company shall use its reasonable best efforts to keep the relevant registration statement effective until the earlier of (i) a period of two years or (ii) the date as of which all the securities requested to be registered (including whether or not subsequently transferable under Rule 144) under the shelf registration statement have been disposed of in a manner described therein; provided further that the Company shall be obligated to re-file a Shelf Registration at the request of Investor if such information registration expires and not all securities requested to be registered thereunder have been disposed of. Notwithstanding anything to the contrary, in connection with the event that the Company is not eligible to effect a Takedown Request Shelf Registration, (a) this Section 2.2 shall not apply and (b) the Investor shall have the right on two (as may be reasonably requested by opposed to one) occasions to make a request for the Company to ensure file a registration statement pursuant to Section 2.1; provided that the Takedown Prospectus Supplement complies with the requirements of the Securities ActCompany shall not be obligated to effect more than one such demand registration pursuant to Section 2.1 in any 12 consecutive calendar months.

Shelf Registration. As soon as reasonably practicable following On or prior to the Closing, and in any event within 30 days thereofFiling Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. The Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Requesting Stockholder’s intended method of distribution thereof, Registration Statement and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, (ii) use its commercially reasonable best efforts to cause such prospectus supplement the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). Each Takedown Request If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall specify have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be registeredissued upon conversion of the principal amount of the Notes then outstanding, their aggregate amountor upon the exercise of the Warrants then outstanding, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees Purchasers shall be entitled to provide demand that the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actprepare and file an additional Registration Statement.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3At any time after the first anniversary of the First Public Offering, if the Company is then eligible to file a registration statement on use Form S-3 (pursuant to the General Instructions to F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) (shall be referred to herein as the “S-3 EligibleInitial Shelf Requesting Shareholders”), which Form S-3 shall be filed as an automatically effective registration statement if may request the Company is eligible for to effect a registration of some or all of the Registrable Securities held by such filing, or (b) any other appropriate form Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act for (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the type other Shareholders at least five Business Days prior to the anticipated filing date of offering contemplated the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by a Stockholder, if the Company is not then S-3 Eligibleno later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall, as promptly as reasonably practicable following shall use commercially reasonable efforts to effect the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to resales the extent necessary to permit the disposition of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement so to be declared effective registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify of any securities other than the Registrable Securities (including for the benefit of Persons not party to be registered, their aggregate amount, and the intended method or methods this Agreement) as part of distribution thereofany Shelf Registration. The Requesting Stockholder agrees Company shall only be required to provide the Company with effectuate one Public Offering from such information in connection with Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements Demand Registration for purposes of the Securities ActCompany’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. As soon as reasonably practicable following On or prior to the Closing, and in any event within 30 days thereofFiling Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. The Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 S-1. The Company shall (pursuant to the General Instructions to Form S-3i) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) not permit any securities other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of than the Registrable Securities pursuant to be included in the Requesting Stockholder’s intended method of distribution thereof, Registration Statement and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, (ii) use its commercially reasonable best efforts to cause such prospectus supplement the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the date that is thirty (30) days following the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). Each Takedown Request If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall specify have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be registeredissued upon conversion of the principal amount of the Notes then outstanding, their aggregate amountor upon the exercise of the Warrants then outstanding, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees Purchasers shall be entitled to provide demand that the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actprepare and file an additional Registration Statement.

Shelf Registration. As soon as reasonably practicable following (a) On or prior to the Closing, and in any event within 30 days thereofFiling Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting “Shelf” Registration Statement covering the resale from time of the Registrable Securities for an offering to time be made by the Holder(s) on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. The Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain substantially the Requesting Stockholder’s intended method “Plan of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject Distribution” attached hereto as Annex A. Subject to the terms of this Article VAgreement, the Company shall use its commercially reasonable best efforts to cause such prospectus supplement a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown Request , but in any event prior to the applicable Effectiveness Date, and shall specify use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), or the Commitment Period has expired and no Registrable Securities are then outstanding or may become outstanding on the exercise of any Warrant, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding anything herein to the contrary, in the event that the Commission requires a reduction in the number of shares to be registeredincluded on a Registration Statement, their aggregate amountthe Company shall reduce such shares by reducing the number of Draw Down Shares first, the anti-dilution shares second, the Warrant Shares third and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities ActShares last.

Shelf Registration. As soon as reasonably practicable following the ClosingPrior to December 31, and in any event within 30 days thereof1995, the Company shall filefile with the Commission, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration)at the Company's expense, a shelf "shelf" registration statement permitting the resale from time to time on a delayed or continuous basis any appropriate form pursuant to Rule 415 of under the Act covering all Registrable Securities (the "Shelf Registration"). The Company shall use its best efforts to have the Shelf Registration declared effective as promptly as practicable after such filing (but not later than 150 days after the date hereof) and to keep the Shelf Registration continuously effective three years following the date on which the Shelf Registration is declared effective (the "Shelf Registration Period"). The Company shall, to the extent necessary, supplement or amend the Shelf Registration (in each case, at the Company's expense) to keep the Shelf Registration effective during the Shelf Registration Period. The Company further agrees to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company or by the instructions applicable to such registration form or by the Securities Act or the rules and regulations thereunder or as reasonably requested by any Holder. The Company shall furnish to the Stockholders Holders copies, in substantially the form proposed to be used and/or filed, of any such supplement or amendment at least 30 days prior to its being used and/or filed with the Commission. The Company hereby consents to the use (in compliance with applicable law) of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if prospectus or any amendment or supplement thereto by each of the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale selling Holders of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under in connection with the Securities Act with respect to resales offering and sale of the Registrable Securities pursuant to covered by the Requesting Stockholder’s intended method prospectus or any amendment or supplement thereto. The Company shall pay all Registration Expenses (other than fees and disbursements of distribution thereofunderwriters) incurred in connection with the Shelf Registration, and to whether or not it becomes effective. In no event shall the extent such Takedown Prospectus Supplement is not automatically effective upon filingShelf Registration include securities other than Registrable Securities, shall, subject to unless the terms Holders of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the all Registrable Securities consent to be registered, their aggregate amount, and the intended method or methods of distribution thereofsuch inclusion. The Requesting Stockholder agrees to provide Nothing herein shall obligate the Company with such information to incur or pay for fees and disbursements of underwriters in connection with a Takedown Request as may be reasonably requested by distribution under the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities ActShelf Registration.

Shelf Registration. As soon If the Preferred Stock shall have previously been converted into Registrable Securities, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(b) below, shall prepare and file (as reasonably practicable following the Closingexpeditiously as practicable, and in any event within 30 thirty (30) days thereof, of the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), receipt of any other such request) with the Commission a shelf registration statement permitting “Shelf” Registration Statement covering the resale from time of all Registrable Securities for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. Such Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Requesting Stockholder’s intended method Designated Holders may consent) and shall contain (except if otherwise directed by the Designated Holders) the “Plan of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such prospectus supplement Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown , and in any event within sixty (60) days of the Purchaser Request shall specify (or one hundred twenty (120) days in the event the SEC has determined to review the applicable Registration Statement) and shall, subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until the earlier of (i) the date on which all Registrable Securities to be registeredare eligible for sale under paragraph (k) of Rule 144 without any volume, their aggregate amount, manner of sale or other restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the intended method or methods of distribution thereof“Effectiveness Period”). The Requesting Stockholder agrees to provide Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the Commission that a Registration Statement has been declared effective. Notwithstanding the foregoing, the Company with such information in connection with shall not be obligated to file a Takedown Request as may be reasonably requested Registration Statement pursuant to this Section 2 (i) during the 90 day period commencing on the effective date of any other registration statement filed by the Company relating to ensure the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such notice and ending upon the earliest of (i) effectiveness of such registration statement , (ii) a decision by the Company not to pursue effectiveness of such registration statement or (iii) 90 days after the filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its shelf registration obligation under clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement’s effectiveness, the Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) days in aggregate after receipt of the Purchaser Request; provided, however, that the Takedown Prospectus Supplement complies with the requirements of the Securities ActCompany may not utilize this right more than twice in any twelve (12) month period.

Shelf Registration. As soon (a) Subject to Section 1.2 and except as reasonably practicable otherwise contemplated in Section 2.12, at any time following the Closingexpiration of the Restricted Period when a Registration Statement registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), upon Investor’s written request and in any event within 30 days thereofsubject to Investor’s compliance with Section 2.10, the Company shall file, and shall thereafter Issuer will use its commercially reasonable best efforts to make and keep effective register, under the Securities Act on Form S-3 (including by renewing or refiling upon expiration)or, a shelf registration statement permitting if Form S-3 is not then available to the resale from time to time Issuer, such other form that is so available) for an offering on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales (a “Shelf Registration”), the offer and sale of all or a portion of the Registrable Securities. If the Issuer then meets or is deemed to meet the eligibility requirements to file an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities pursuant Act) (“ASRS”) set forth in General Instruction I.D. to Form S-3, the Requesting Stockholder’s intended method Issuer will cause the Shelf Registration to be an ASRS. The “Plan of distribution thereofDistribution” section of such Shelf Registration will permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering and any dispositions effected in connection with Hedging Transactions, Stock Lending Transactions or Permitted Pledges. With respect to the extent such Takedown Prospectus Supplement is not automatically effective upon filingeach Shelf Registration requested in compliance with this Section 2.1, shallIssuer will, subject to any Suspension Period, (i) as promptly as practicable after Investor’s written request (and in the terms case of this Article Va Shelf Registration on Form S-3, in no event other than as a result of a Suspension Period, later than twenty (20) Business Days following the receipt of such request, and in the case of a Shelf Registration on Form S-1, in no event other than as a result of a Suspension Period, later than forty (40) Business Days following the receipt of such request), file a Registration Statement and (ii) use its commercially reasonable best efforts to cause such prospectus supplement Registration Statement to be declared effective under the Securities Act as promptly after the filing thereof. Each Takedown Request shall specify the as practicable, and remain effective until such time as there are no Registrable Securities to be registered, their aggregate amount, remaining for offer and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actsale thereunder.

Shelf Registration. (a) As soon promptly as reasonably practicable following possible after the Closing, and Conversion Date as defined in any event within 30 days thereofSection 3(b) of the Note, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting “shelf” Registration Statement covering the resale from of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason (including, without limitation, the Commission’s interpretation of Rule 415) the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a Form S-3; in the event Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to time be made on a delayed or continuous basis pursuant to under the provisions of Rule 415 of under the Securities 1933 Act by or requires the Stockholders of the Registrable SecuritiesInvestor to be named as an “underwriter”, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible shall use its commercially reasonable best efforts to file a registration statement on Form S-3 (pursuant to persuade the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if SEC that the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by the Registration Statement is a Stockholder, if valid secondary offering and not an offering “by or on behalf of the Company issuer” as defined in Rule 415 and that the Investor is not then S-3 Eligiblean “underwriter”. ThereafterThe Investor shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have her counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e), the SEC refuses to alter its position, the Company shall, as promptly as reasonably practicable following shall (i) remove from the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to Registration Statement such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales portion of the Registrable Securities pursuant to (the Requesting Stockholder“Cut Back Shares”) and/or (ii) with the consent of the Investor’s intended method of distribution thereofcounsel, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under unreasonably withheld, agree to such restrictions and limitations on the Securities Act promptly after the filing thereof. Each Takedown Request shall specify registration and resale of the Registrable Securities as the SEC may require to be registered, their aggregate amount, and assure the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies Company’s compliance with the requirements of Rule 415; provided, however, that the Securities ActCompany shall not agree to name the Investor as an “underwriter” in such Registration Statement without the prior written consent of the Investor (collectively, the “SEC Restrictions”). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the filing of an additional Registration Statement with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Agreement (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be the Restriction Termination Date.

Shelf Registration. As soon as reasonably practicable In the event that (i) the Company is not permitted to effect the Exchange Offer because of any change in law or in currently prevailing interpretations of the staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date, or (iii) (1) any Initial Purchaser is not permitted, in the reasonable opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, (2) such Initial Purchaser requests registration of Registrable Securities held by such Initial Purchaser and (3) such Initial Purchaser's request is made no later than the later of (A) the date of filing of the Exchange Offer Registration Statement and (B) 120 days following the ClosingIssue Date (any of the events specified in (i) - (iii) being a "Shelf Registration Event" and the date of occurrence thereof, and in any event within 30 days thereofthe "Shelf Registration Event Date"), the Company shall filepromptly deliver to the Holders and the Trustee written notice thereof and, and at its cost, file as promptly as practicable after such Shelf Registration Event Date, and, in any event, within 45 days after such Shelf Registration Event Date (which shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), be no earlier than 90 days after the Closing Date) a shelf registration statement permitting Shelf Registration Statement providing for the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act sale by the Stockholders holders of all of the Registrable Securities, which registration statement and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable; provided, however that if the Shelf Registration Event is pursuant to clause (iii), the Company may register such Registrable Securities together with the Exchange Offer Registration Statement, filed pursuant to Section 2(a), and the requirements as to timing applicable thereto. No Holder of Registrable Securities shall be filed on (a) Form S-3, if 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 Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information 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 then eligible being effected agrees promptly to file a registration statement on Form S-3 furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the General Instructions to Form S-3last paragraph of Section 3 hereof) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible or for such filing, shorter period which will terminate when all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of cease to be Registrable Securities (a “Takedown Request”the "Effectiveness Period"), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is . The Company shall not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the permit any securities other than Registrable Securities to be registeredincluded in the Shelf Registration. The Company will, their aggregate amountin the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the intended method or methods of distribution thereof. The Requesting Stockholder Company agrees to provide furnish to the Company with Holders of Registrable Securities copies of any such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies supplement or amendment promptly after its being used or filed with the requirements of the Securities ActSEC.

Shelf Registration. As soon as reasonably practicable following If at the Closing, and in any event within 30 days thereoftime the Company registers Registrable Securities under the Securities Act pursuant to this Section 2, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including sale or other disposition of such Registrable Securities by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time Holders may be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to or any successor form that permits the General Instructions to Form S-3) (“S-3 Eligible”incorporation by reference of future filings by the Company under the Exchange Act), which or if Form S-3 is not available for use by the Company, Form S-1 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), then such registration statement, unless otherwise directed by the Requestor, shall be filed as an automatically effective a “shelf” registration statement if the Company is eligible for such filing, or (b) any other appropriate form pursuant to Rule 415 under the Securities Act for (or any successor rule). Any such shelf registration shall cover the type disposition of offering contemplated all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by a Stockholder, if the Company is not then S-3 EligibleRequestor. ThereafterExcept as provided in Section 5(b) hereof, the Company shall, shall use all commercially reasonable efforts to keep such “shelf” registration continuously effective as promptly long as reasonably practicable following the written request delivery of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated is required under the Securities Act in connection with respect to resales the disposition of the Registrable Securities pursuant registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the Requesting Stockholder’s intended method of distribution thereof, and to form used by the extent Company for such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under registration or by the Securities Act promptly after or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of a certificate signed by the filing thereof. Each Takedown Request shall specify chief executive officer of the Company stating that, in the judgment of the Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2(a) hereof, the Holders will refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 45 calendar days; provided, that this right to cause the Holders to refrain from making sales shall not be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested exercised by the Company more than twice in any twelve-month period (counting as a permitted exercise any exercise by the Company of its right to ensure that defer the Takedown Prospectus Supplement complies with filing or delay its effectiveness of a registration statement under the requirements last paragraph of the Securities ActSection 2(a)).

Shelf Registration. As soon as reasonably practicable following In the Closing, and in any event within 30 days thereofthat (i) on or prior to the time the Exchange Offer is Consummated, the Company shall fileor the Guarantor determines that existing SEC interpretations are changed such that the Exchange Securities received by Holders in the Exchange Offer are not or would not be, and shall thereafter use its commercially reasonable efforts to make and keep effective (including upon receipt, transferable by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of each such Holder without restriction under the Securities Act Act, (ii) the Exchange Offer has not been Consummated within 210 days following the Closing Date, (iii) the Exchange Offer has been Consummated and in the opinion of counsel for the Initial Purchasers a Registration Statement must be filed and a Prospectus must be delivered by the Stockholders Initial Purchasers in connection with any offering or sale of the Registrable Securities, which registration statement shall be filed on Securities (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”other than Registrable Securities held by Holders described in Section 7), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (biv) any other appropriate form applicable law or interpretations do not permit any Holder to Participate in the Exchange Offer, the Company and the Guarantor shall, in lieu of (or, in the case of clause (iii) of this sentence, in addition to) conducting the Exchange Offer contemplated by Section 2(a), file as soon as practicable after such determination, date or notice of such opinion of counsel is given to the Company and the Guarantor, as the case may be, but no later than 45 days after the time such obligation to file arises, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and use their best efforts to have such Shelf Registration Statement declared effective by the SEC under the Securities Act for no later than 90 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective until the type expiration of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”period referred to in Rule 144(k) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities or such shorter period that will terminate when all the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement. The Company and the Requesting Stockholder’s intended method Guarantor further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of distribution thereofRegistrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable their best efforts to cause any such prospectus supplement amendment to be declared effective by the SEC under the Securities Act and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company and the Guarantor agree to furnish to the Holders copies of any such supplement or amendment promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method its being used or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies filed with the requirements of the Securities ActSEC.

Shelf Registration. As soon New Section 2.6 shall be added to Article 2 of the Registration Rights Agreement, as reasonably practicable following follows: If the ClosingCorporation files a Shelf Registration Statement on Form F-3 or Form F-10 for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request that their Registrable Securities be included in any event within 30 days thereofsuch Shelf Registration Statement, the Company shall fileCorporation agrees that, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, it will include in such Shelf Registration Statement such disclosures as may be required by Rule 430B promulgated under the Securities Act in order to ensure that such requesting Holders, as applicable, may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. If the Corporation has filed a Shelf Registration Statement, the Corporation shall, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, file any post-effective amendments or prospectus supplements necessary to include therein all disclosure necessary to permit the Holders to be added to such Shelf Registration Statement as selling shareholders thereunder. The Corporation will, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, file any prospectus supplement or any post-effective amendments and shall thereafter otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Corporation to permit Holders entitled thereunder to use the Shelf Registration Statement. The Corporation will use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expirationi) remain a well-known seasoned issuer (a “WKSI”), as defined in Rule 405 under the Securities Act, and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) or (ii) meet the general eligibility requirements for use of Form F-10 under the Securities Act, and to comply with General Instruction II.L to Form F-10 under the Securities Act, in each case while any Registrable Securities remain unsold. The Corporation will use commercially reasonable efforts to meet the eligibility requirements to file a shelf registration statement permitting Canadian Shelf Prospectus. If the resale from Corporation does not pay the filing fee covering the Registrable Securities at the time a Shelf Registration Statement is filed, the Corporation shall pay such fee at such time or times as the Registrable Securities are to time on a delayed be sold. Upon the expiration of the Automatic Shelf Registration Statement or continuous basis any other Shelf Registration Statement filed pursuant to Rule 415 of this Agreement, the Securities Act by the Stockholders of Corporation shall refile a new Automatic Shelf Registration Statement or Shelf Registration Statement covering the Registrable Securities, which registration statement shall be filed on (a) Form S-3and, if at any time when the Company Corporation is then eligible required to file a registration statement on Form S-3 (pursuant to re-evaluate its WKSI status the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company Corporation determines that it is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article VWKSI, use its commercially reasonable efforts to cause refile the Automatic Shelf Registration Statement or any other Shelf Registration Statement filed pursuant to this Agreement on Form F-3 or F-10, and, if neither of such prospectus supplement to be declared forms is available, on Form F-1, and keep such registration statement effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the while any Registrable Securities to be registeredremain unsold. Upon the expiration of any Canadian Shelf Prospectus, their aggregate amountthe Corporation shall refile a new Canadian Shelf Prospectus qualifying distributions by, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actamong others, selling securityholders.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within Beginning 30 days thereofprior to the first anniversary of the date hereof, any Holder may deliver to the Company shall file, a written notice requesting registration of such Holder’s Registrable Securities and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shallagrees, subject to the terms of this Article VAgreement, use its commercially reasonable efforts to cause such prospectus supplement the extent that the Company does not have an effective shelf registration statement under which the Registrable Securities could be offered (an “Automatic Shelf”), to be declared effective file as promptly as reasonably practical after the first anniversary of the date hereof, a registration statement pursuant to Rule 415 under the Securities Act promptly after on Form S-3 or another appropriate form (a “Shelf Registration Statement”) for the filing thereof. Each Takedown Request shall specify registration of the issuance by the Company of Registrable Securities issuable upon the exchange of Units and of the resale of all of such Registrable Securities and the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereofeach other Holder. The Requesting Stockholder Each Holder agrees to provide in a timely manner information regarding any proposed distribution by such Holder of the Company with Registrable Securities and such other information in connection with a Takedown Request as may be reasonably requested by the Company in connection with preparation of and for inclusion in the Registration Statement. Subject to ensure that the Takedown Prospectus Supplement complies other terms hereof, the Company shall use commercially reasonable efforts to effect such a registration. The Company agrees to use commercially reasonable efforts to keep the Shelf Registration Statement or Automatic Shelf, as the case may be, with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which ninety percent (90%) of the number of Registrable Securities covered by the Registration Statement have been sold pursuant thereto and (ii) the date on which all Registrable Securities held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company, are eligible for immediate sale pursuant to Rule 144(b)(1) under the Securities Act and all Registrable Securities held by each Holder who is an affiliate of the Company, in the opinion of counsel for the Company, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the requirements of volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. The Company shall not be required to have more than one Registration Statement effective at any one time with respect to the Registrable Securities. To the extent that the Company has an effective Automatic Shelf, beginning on the first anniversary of the date hereof, the Company will, without any request or demand by any Holder, use commercially reasonable efforts to prepare and file a prospectus supplement covering the resale of all of the Registrable Securities.

Shelf Registration. As soon as reasonably practicable following (a) At any time after the Closingearlier of the commencement of the Exchange Offer or the closing of the Initial Public Offering, and the Investors may request in writing (the “Registration Request”) registration under the Securities Act of all or any event within 30 days thereofportion of their Registrable Securities. On or prior to the Filing Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting Shelf Registration Statement covering the resale of such number of Registrable Securities included in the Registration Request. In addition, upon the written request of an Investor, the Company shall promptly prepare and file with the Commission a Shelf Registration Statement covering the resale of all other Registrable Securities beneficially owned by such Investor; provided, that, notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to prepare and file any such Shelf Registration Statement covering such Registrable Securities (x) more than once per calendar quarter or (y) if the Registrable Securities to be covered by such Shelf Registration Statement represent less than one percent (1%) of the then-outstanding Company Shares. The Shelf Registration Statements described in this Section 2(a) shall relate to the offer and sale of the Registrable Securities by the Investors thereof from time to time on a delayed or continuous basis pursuant in accordance with the methods of distribution set forth in the applicable Shelf Registration Statement (including any plan of distribution that the Investors may request from time to time, an initial form of which is attached hereto as Exhibit A) and Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a StockholderAct, together with any Registration Statement to replace such Registration Statement upon expiration thereof, if any (hereinafter the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown RequestShelf Registration Statement”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject . Subject to the terms of this Article VAgreement, the Company shall use its commercially reasonable best efforts to cause each such prospectus supplement Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown Request The Company shall specify use its reasonable best efforts to address any comments from the Commission regarding such Shelf Registration Statement and to advocate with the Commission for the registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement due to be registered, their aggregate amount, and limitations on the intended method or methods use of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements Rule 415 of the Securities ActAct for the resale of the Registrable Securities by the Holders (a “Rule 415 Limitation”) or otherwise, such Shelf Registration Statement shall register the resale of a number of Company Shares which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 2, the Company shall continue to use its reasonable best efforts to register all remaining Registrable Securities as set forth in this Section 2. In such event, the number of Registrable Shares to be registered for the Investors in the applicable Shelf Registration Statement shall be reduced pro rata among all Investors. The Company shall continue to use its reasonable best efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and SEC Guidance.

Shelf Registration. As soon as reasonably practicable following If requested by the ClosingInvestor prior to the second anniversary of the closing of the Rights Offering, and but subject to the Transfer restrictions set forth in any event within 30 days thereofSection 4.2, the Company shall file, and shall thereafter will use its commercially reasonable efforts to make qualify for registration on and keep effective (including by renewing or refiling upon expiration)to file, a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) or any comparable or successor form or forms or any similar short-form registration (“S-3 EligibleShort-Form Registration Statement”), which and such Short-Form S-3 shall Registration Statement will be filed as an automatically effective a “shelf” registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act providing for the type of offering contemplated by registration, and the sale on a Stockholdercontinuous or delayed basis, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to Rule 415 from and after the Requesting Stockholder’s intended method second anniversary of distribution thereofthe closing of the Rights Offering. In no event shall the Company be obligated to effect any shelf other than pursuant to a Short-Form Registration Statement. Upon filing a Short-Form Registration Statement, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filingCompany will, shall, subject to the terms of this Article Vif applicable, use its commercially reasonable efforts to (i) cause such prospectus supplement Short-Form Registration Statement to be declared effective, and (ii) keep such Short-Form Registration Statement effective under with the Securities Act promptly after the filing thereofSEC at all times. Each Takedown Request Any Short-Form Registration Statement shall specify the Registrable Securities to be registered, their aggregate amountre-filed upon its expiration, and the intended method Company shall cooperate in any shelf take-down by amending or methods of distribution thereof. The Requesting Stockholder agrees supplementing the prospectus statement related to provide the Company with such information in connection with a Takedown Request Short-Form Registration Statement as may be reasonably requested by a Holder or as otherwise required, until the Holders who would require such registration to effect a sale of the Registrable Securities no longer hold the Registrable Securities so registered; provided that no Holder may be permitted to sell under such “shelf” registration statement during such times as the trading window is not open for Company to ensure that the Takedown Prospectus Supplement complies senior management in accordance with the requirements of Company’s policies. The Company will pay all Registration Expenses incurred in connection with any Short-Form Registration Statement. The Company shall use its commercially reasonable efforts to take such actions as are under its control to become a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)).

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3At any time after the first anniversary of the First Public Offering, if the Company is then eligible to file a registration statement on use Form S-3 (pursuant to the General Instructions to F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 20% of the Registrable Securities (the requesting Shareholder(s) (shall be referred to herein as the “S-3 EligibleInitial Shelf Requesting Shareholders”), which Form S-3 shall be filed as an automatically effective registration statement if may request the Company is eligible for to effect a registration of some or all of the Registrable Securities held by such filing, or (b) any other appropriate form Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act for (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the type other Shareholders at least two Business Days prior to the anticipated filing date of offering contemplated the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by a Stockholder, if the Company is not then S-3 Eligibleno later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall, as promptly as reasonably practicable following shall use commercially reasonable efforts to effect the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to resales the extent necessary to permit the disposition of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement so to be declared effective registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify of any securities other than the Registrable Securities (including for the benefit of Persons not party to be registered, their aggregate amount, and the intended method or methods this Agreement) as part of distribution thereofany Shelf Registration. The Requesting Stockholder agrees Company shall only be required to provide the Company with effectuate one Public Offering from such information in connection with Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements Demand Registration for purposes of the Securities ActCompany’s obligation to effect no more than six Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective If (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (ai) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafterrequired to file an Exchange Offer Registration Statement with respect to the Exchange Bonds because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with) or (ii) any Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days following the Consummation of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Bonds acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, the Company shall, as promptly as reasonably practicable following if, and when, the written request of Company is eligible to use Act Form S-3, (x) cause to be filed on or prior to 180 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 180 days after the date on which the Company receives the notice specified in clause (ii) above a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under pursuant to Rule 424 promulgated 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities Act with respect to resales the Holders of which shall have provided the Registrable Securities information required pursuant to the Requesting Stockholder’s intended method of distribution thereofSection 4(b) hereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, (y) use its commercially reasonable best efforts to cause such prospectus supplement Shelf Registration Statement to be declared become effective under the Securities Act promptly on or prior to 270 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) hereof, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing thereofof the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Each Takedown Request Such an event shall specify have no effect on the Registrable Securities to be registered, their aggregate amount, and the intended method or methods requirements of distribution thereofclause (y) above. The Requesting Stockholder agrees Company shall use its reasonable best efforts to provide keep the Company with such information Shelf Registration Statement discussed in connection with a Takedown Request this Section 4(a) continuously effective, supplemented and amended as may be reasonably requested required by and subject to the Company provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Takedown Prospectus Supplement complies Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i) hereof) following the date on which such Shelf Registration Statement first becomes effective under the Act.

Shelf Registration. As soon as reasonably practicable following If at the Closing, and in any event within 30 days thereoftime the Company registers Registrable Securities under the Securities Act pursuant to this Section 2, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including sale or other disposition of such Registrable Securities by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time Holders may be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to or any successor form that permits the General Instructions to Form S-3) (“S-3 Eligible”incorporation by reference of future filings by the Company under the Exchange Act), which Form S-3 then such registration statement, unless otherwise directed by the Requestor, shall be filed as an automatically effective a “shelf” registration statement if the Company is eligible for such filing, or (b) any other appropriate form pursuant to Rule 415 under the Securities Act for (or any successor rule). Any such shelf registration shall cover the type disposition of offering contemplated all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by a Stockholder, if the Company is not then S-3 EligibleRequestor. ThereafterExcept as provided in Section 5(b) hereof, the Company shall, shall use its diligent efforts to keep such “shelf” registration continuously effective as promptly long as reasonably practicable following the written request delivery of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated is required under the Securities Act in connection with respect to resales the disposition of the Registrable Securities pursuant registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the Requesting Stockholder’s intended method of distribution thereof, and to form used by the extent Company for such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under registration or by the Securities Act promptly after or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of a certificate signed by the filing thereof. Each Takedown Request shall specify chief executive officer of the Company stating that, in the judgment of the Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2(a) hereof, the Holders will refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 45 Business Days; provided, that this right to cause the Holders to refrain from making sales shall not be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested exercised by the Company more than once in any twelve-month period (counting as a permitted exercise any exercise by the Company of its right to ensure that defer the Takedown Prospectus Supplement complies with filing or delay its effectiveness of a registration statement under the requirements last paragraph of the Securities ActSection 2(a)).

Shelf Registration. As soon (a) If at any time the Company shall receive a Purchaser Request under this Section 2 that the Company file a shelf registration statement under the Securities Act, then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and, subject to Section 4 below, shall prepare and file (as reasonably practicable following the Closingexpeditiously as practicable, and in any event within 30 60 days thereof, of the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), receipt of the Purchaser Request) with the Commission a shelf registration statement permitting “Shelf” Registration Statement covering the resale from time of all Registrable Securities for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities415; provided, which registration statement shall be filed on (a) Form S-3however, if that the Company is then eligible shall have no obligation to file a registration statement Registration Statement pursuant to this Section 2 for less than the total amount of Registrable Securities then held by the Holders if (based on the current market prices) the remaining Registrable Securities owned by all Holders would not yield gross proceeds of at least $15,000,000. Such Registration Statement shall be on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Requesting Stockholder’s intended method Holders may consent) and shall contain (except if otherwise directed by the Holders) the “Plan of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause such prospectus supplement Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Each Takedown Request , and in any event within 90 days of the filing thereof (or 120 days if the Commission has determined to review the applicable Registration Statement) or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Purchaser Request, Company shall specify cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement and, subject to Section 4 below, shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the earliest of (i) the fifth anniversary of the effective date of the Registration Statement, (ii) when all Registrable Securities covered by such Registration Statement have been sold and (iii) the date as of which each Holder is permitted to be registered, their aggregate amount, and sell its Registrable Securities pursuant to Rule 144 without volume limitations or any other restrictions (the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Act“Effectiveness Period”).

Shelf Registration. As soon as reasonably practicable following If at the Closing, and in any event within 30 days thereoftime the Issuer registers Registrable Securities under the Securities Act pursuant to this Section 2, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including sale or other disposition of such Registrable Securities by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time Holders may be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to or any successor form that permits the General Instructions to Form S-3) (“S-3 Eligible”incorporation by reference of future filings by the Issuer under the Exchange Act), which or if Form S-3 is not available for use by the Issuer, Form S-1 (or any successor form that permits the incorporation by reference of future filings by the Issuer under the Exchange Act), then such registration statement, unless otherwise directed by the Requestor, shall be filed as an automatically effective a “shelf” registration statement if the Company is eligible for such filing, or (b) any other appropriate form pursuant to Rule 415 under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible(or any successor rule). Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to Any such shelf registration statement filed under Rule 424 promulgated shall cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Requestor and set forth in the plan of distribution included in the registration statement. Except as provided in Section 6(b) hereof, the Issuer shall use commercially reasonable efforts to keep such “shelf” registration continuously effective as long as the delivery of a prospectus is required under the Securities Act in connection with respect to resales the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the form used by the Issuer for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of a certificate signed by the chief executive officer or chief financial officer of the Issuer stating that, in the judgment of the Issuer, it is advisable to suspend use of a prospectus included in a registration statement due to pending or contemplated material developments or other events that have not yet been publicly disclosed and as to which the Issuer believes public disclosure would be detrimental to the Issuer, the Holders will refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 60 calendar days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Issuer more than twice in any twelve-month period (counting as a permitted exercise any exercise by the Issuer of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)). Each Holder agrees that, upon receipt of such notice from the Issuer, such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the Requesting Stockholder’s intended method shelf registration statement until the earlier of distribution thereof(X) the expiration of the period indicated in the certificate, if any, and (Y) the Holders’ receipt of a notice from the Issuer to the extent effect that such Takedown Prospectus Supplement is suspension has terminated; and shall treat such notice and any non-public information received in connection therewith in the strictest confidence and shall not automatically effective upon filingdisseminate such information. If so directed by the Issuer, shall, subject each Holder will deliver to the terms Issuer (at the Issuer’s expense) all copies, other than permanent file copies, then in the Holders’ possession, of this Article V, use its commercially reasonable efforts to cause the most recent resale prospectus covering such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and at the intended method or methods time of distribution thereof. The Requesting Stockholder agrees to provide the Company with receipt of such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actsuspension notice.

Shelf Registration. As soon as reasonably practicable following the Closing, At any time and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time commencing on the earlier to occur of (i) the second Business Day following the record date for the Special Distribution or (ii) the eleventh Business Day following the Termination Date, as soon as practicable following the Partnership’s receipt of written notice from either Vitol or Charlesbank requesting the filing of a delayed or continuous basis pursuant to Rule 415 of Shelf Registration Statement, the Securities Act by the Stockholders of the Registrable Securities, which registration statement Partnership shall be filed on (a) Form S-3, if the Company is then eligible to prepare and file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form Shelf Registration Statement under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of covering Registrable Securities (a “Takedown Request”)then outstanding; provided, file a prospectus supplement (a “Takedown Prospectus Supplement”) however, that the right of Vitol or Charlesbank to request such filing shall expire at any time that such Person and its Affiliates owns less than 10% of the aggregate Conversion Common Units issued to such shelf registration statement filed under Rule 424 promulgated under Person and its Affiliates. If the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement Shelf Registration Statement is not automatically effective upon filing, shall, subject to the terms of this Article V, Partnership shall use its commercially 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 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 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 declared continuously effective under the Securities Act promptly after from the filing thereof. Each Takedown Request shall specify Effective Date until the earliest date on which any of the following occurs: (i) all Registrable Securities to be registeredcovered by such Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, their aggregate amount, (ii) there are no longer any Registrable Securities outstanding and (iii) two years from the intended method or methods Effective Date of distribution thereofsuch Shelf Registration Statement (the “Effectiveness Period”). The Requesting Stockholder agrees Partnership covenants that a Shelf Registration Statement when it becomes or is declared effective (including the documents incorporated therein by reference) will comply as to provide the Company form in all material respects with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the all applicable requirements of the Securities ActAct 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 (3) Business Days of such date, the Partnership will notify the Selling Holders of the effectiveness of such Shelf Registration Statement.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the The Company shall filefile as promptly as practicable (but no later than thirty (30) days after the date of this Agreement), and shall thereafter use its commercially reasonable best efforts to make and keep effective (including by renewing or refiling upon expiration)) until such time that there are no longer any Registrable Securities outstanding, a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any successor rule thereto) by the Stockholders Subscriber and its Affiliates of the Registrable Securities, which registration statement shall be filed on (a) Form F-3 or Form S-3, as applicable, or any similar short-form registration statement that may be available at such time, if the Company is then eligible to file register a registration statement secondary offering on Form S-3 (pursuant to the General Instructions to Form S-3) such form (“F-3/S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) Form F-1 or Form S-1, as applicable, or any other appropriate similar long-form under the Securities Act for the type of offering contemplated by a Stockholderregistration statement that may be available at such time, if the Company is not then S-3 Eligible. ThereafterThe resale shelf registration statement required by this Section 4.01 shall remain effective as long as any of the Ordinary Shares registered thereon remain Registrable Securities. Once such shelf registration statement has become effective, if the Company is F-3/S-3 Eligible, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) Subscriber for a resale firm commitment underwritten offering of Registrable Securities (an “Underwritten Offering”) pursuant to such shelf registration statement with anticipated aggregate gross proceeds of at least $10 million (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereofUnderwritten Offering. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder Subscriber agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the facilitate such Takedown Prospectus Supplement complies with the requirements of the Securities ActRequest. A Takedown Request may include a request to consummate a block trade, bought deal, or overnight transaction, in addition to an Underwritten Offering.

Shelf Registration. As In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as reasonably practicable following after the Closinglast Exchange Date because it would violate any applicable law or applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason completed by June 30, 2003, (iii) after June 30, 2003, at the request of any Holder with respect to any Registrable Securities held by it, if such Holder is not permitted, in the opinion of counsel for such Holder, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradable without restriction under the Securities Act and applicable blue sky or state securities laws (other than due solely to the status of such Holder as an Affiliate of the Company or as a Participating Broker-Dealer) or (iv) in the case of any Holder (other than a Participating Broker-Dealer) that is eligible to participate in the Exchange Offer, and properly tenders its Registrable Securities in accordance with the procedures of the Exchange Offer, and such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any event within 30 days thereofsuch Holder so requests, the Company shall file, and shall thereafter use its commercially reasonable best efforts to make and keep effective cause to be filed as soon as practicable after such determination, date or request, as the case may be (including by renewing but in no event more than 30 days after such determination, date or refiling upon expirationrequest), a shelf registration statement permitting Shelf Registration Statement providing for the resale from time sale of all the Registrable Securities by the Holders thereof (other than Registrable Securities owned by Holders who have elected not to time on include such Registrable Securities in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under this paragraph) and to have such Shelf Registration Statement declared effective by the SEC. In the event that the Company is required to file a delayed or continuous basis Shelf Registration Statement pursuant to Rule 415 clause (iii) or (iv) of the preceding sentence, the Company shall use its best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Holders after completion of the Exchange Offer. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the "Shelf Effectiveness Period"). The Company further agrees to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by the Stockholders any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of the Registrable SecuritiesSecurities with respect to information relating to such Holder, which registration statement and to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company shall be filed on (a) Form S-3deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Securities during that period, if the Company unless such action is then eligible to file a registration statement on Form S-3 (pursuant required by applicable law. Notwithstanding any other provisions of this Agreement to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereaftercontrary, the Company shallshall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as promptly as reasonably practicable following of the written request effective date of the Shelf Registration Statement, amendment or supplement, not to contain any untrue statement of a Stockholder (eachmaterial fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales in light of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereofcircumstances under which they were made, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereofmisleading. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Act.(c)

Shelf Registration. As soon as reasonably practicable following The Issuer shall prepare and cause to be filed with the Closing, and in any event within 30 Commission on or before 120 days thereof, from the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis Closing Date pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for a Registration Statement on the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect appropriate form relating to resales of Transfer Restricted Securities by the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution Holders thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, . The Company shall use its commercially reasonable best efforts to cause such prospectus supplement the Registration Statement to be declared effective under by the Securities Act promptly Commission on or before 150 days after the filing thereofClosing Date. Each Takedown Request shall specify To the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company extent necessary to ensure that the Takedown Prospectus Supplement complies Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3(a), the Issuer shall use its reasonable best efforts to keep any Registration Statement required by this Section 3(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 4(a) hereof and in conformity with the requirements of this Agreement, the Securities ActAct and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of (i) two years following the first date as of which no Warrants remain outstanding and (ii) if all of the Warrants expire unexercised, the expiration of the Warrants; provided that such obligation shall expire before such date if the Issuer delivers to the Warrant Agent a written opinion of counsel to the Issuer (which opinion of counsel shall be satisfactory to the Issuer) that all Holders (other than Affiliates of the Issuer) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, timing or volume of any such sale and instruct the Warrant Agent to remove the Private Placement Legend from all Warrants and Warrant shares; and provided, further, that notwithstanding the foregoing, any Affiliate of the Issuer may, with notice to the Issuer, require the Issuer to keep the Registration Statement continuously effective for resales by such Affiliate for so long as such Affiliate holds Warrants or Warrant Shares, including as a result of any market-making activities or other trading activities of such Affiliate. Notwithstanding the foregoing, the Issuer shall not be required to amend or supplement the Registration Statement, any related prospectus or any document incorporated therein by reference, for a period (a "Black Out Period") not to exceed, for so long as this Agreement is in effect, an aggregate of 60 days in any calendar year, in the event that (i) an event occurs and is continuing as a result of which the Registration Statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented 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, in the light of the circumstances under which they were made, not misleading, and (ii)(A) the Issuer determines in its good faith judgment that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Issuer or (B) the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; provided that such Black Out Period shall be extended for any period, not to exceed an aggregate of 30 days in any calendar year, during which the Commission is reviewing any proposed amendment or supplement to the Registration Statement, any related prospectus or any document incorporated therein by reference which has been filed by the Issuer; and provided, further, that no Black Out Period may be in effect during the three months prior to the Expiration Date.

Shelf Registration. As soon as reasonably practicable following the Closingpracticable, and but in any event within 30 days thereofon or prior to the earlier of (a) the closing of the transactions contemplated by the Securities Purchase Agreement and (ii) any termination of the Securities Purchase Agreement in accordance with its terms, the Company shall file, and shall thereafter use its commercially reasonable efforts to make prepare and keep effective file a Shelf Registration Statement with the SEC to permit the public resale of all Registrable Securities on the terms and conditions specified in this Section 2.01 (including by renewing a “Registration Statement”). The Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or refiling upon expiration), a shelf such other form of registration statement permitting the as is then available to effect a registration for resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement covering the Registrable Securities, and shall be filed on (a) Form S-3, if the Company is then eligible contain a prospectus in such form as to file a registration statement on Form S-3 (permit any Selling Holder covered by such Registration Statement to sell such Registrable Securities pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for the type of offering contemplated by a Stockholder, if the such Registration Statement. The Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, shall use its commercially reasonable efforts to cause such prospectus supplement a Registration Statement filed pursuant to this Section 2.01 to be declared effective under as soon as practicable, but in any event no later than the Effectiveness Deadline, and shall respond as promptly as practicable to any comments received from the SEC or the SEC Staff in connection therewith. A Registration Statement 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 Company shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01 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. The Company shall prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Registrable Securities are then listed and traded) to list the Registrable Securities covered by a Registration Statement and shall use commercially reasonable efforts to have such 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 Company shall notify the Selling Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act promptly after and the filing thereofExchange 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 Registration Statement, in the light of the circumstances under which a statement is made). Each Takedown Request shall specify 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 Company that the inclusion of all of the Selling Holders’ Registrable Securities that the Selling Holders intend to include in such Underwritten Offering exceeds the number that can be sold in such Underwritten 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 registeredincluded in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter advises the Company can be sold without having such adverse effect, their aggregate amountwith such number to 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 other holder of securities of the intended method or methods Company having rights of distribution thereofregistration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities. The Requesting Stockholder agrees Company has received the necessary consents, or otherwise obtained a waiver, from each applicable holder who has existing rights pursuant to provide any registration rights agreement with the Company with such information in connection with a Takedown Request as may that would otherwise be reasonably requested violated by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actrights granted hereunder.

Shelf Registration. As soon as reasonably practicable No later than the Lockup Termination Date of the earlier to occur of (i) an IPO of the Company, or (ii) a Demand Offering (and in the case of a Demand Offering, if no Company lock-up exists, then ninety (90) calendar days following the ClosingEffective Date of such Demand Offering) (such date, and in any event within 30 days thereofthe “Filing Deadline”), the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting Registration Statement covering the resale from time of all outstanding Registrable Securities not already covered by an effective Registration Statement for an offering to time be made on a delayed or continuous basis pursuant to SEC Rule 415 of the Securities Act by the Stockholders or, if SEC Rule 415 is not available for offers and sales of the Registrable Securities, which registration statement by such other means of distribution of the Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be filed on Form F-3 (a) Form S-3, except if the Company is then eligible ineligible to file a registration statement register for resale the Registrable Securities on Form S-3 F-3, in which case such registration shall be on Form F-1 or such other form available to register for resale the Registrable Securities as a secondary offering), subject to the provisions of Subsection 2.1(e), and shall contain (except if otherwise required pursuant to written comments received from the General Instructions Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to Form S-3) (“S-3 Eligible”respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, which Form S-3 shall be filed as an automatically effective registration statement if in the event the Commission informs the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales that all of the Registrable Securities pursuant cannot, as a result of the application of SEC Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform each of the Requesting Stockholder’s intended method of distribution thereof, Holders and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Investment Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities represented by shares of Common Stock (applied, in the case that some shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of shares of Common Stock held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). The Company shall cause such prospectus supplement each Registration Statement required to be filed by the Filing Deadline and to be declared effective by the Commission no later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act), and shall use its reasonable best efforts to keep each Registration Statement continuously effective under the Securities Act for so long as Registrable Securities remain outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which date of confirmation shall initially be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 A.M. New York City time on the first Trading Day after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registeredEffective Date, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with file a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown final Prospectus Supplement complies with the requirements of Commission, as required by Rule 424(b). Failure to so notify the Securities ActHolders on or before the second Trading Day after such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Subsection 2.1(c).

Shelf Registration. (a) As soon promptly as reasonably practicable following the Closingpossible, and in any event within 30 days thereofon or prior to the Filing Date, the Company shall fileprepare and file with the Commission a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3, unless Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, in which case the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall thereafter maintain the effectiveness of the Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the staff of the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Investor to be named as an “underwriter” (an “SEC Objection”), the Company shall promptly notify the Investor of such SEC Objection and if the Investor shall request, the Company shall use its commercially reasonable efforts to make persuade the staff of the Commission that the offering contemplated by the Registration Statement is a valid secondary offering and keep effective not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter” (including by renewing a “Rule 415 Response Effort”). The Investor shall have the right to participate or refiling upon expirationhave its counsel participate in any meetings or discussions with the staff of the Commission regarding such position and to comment or have its counsel comment on any written submission made to the staff of the Commission with respect thereto, and to have such comments relayed to the staff of the Commission with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the staff of the Commission to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 4.1(a), a shelf registration statement permitting the resale from time staff of the Commission has not altered its position and the Investor provides notice to time on a delayed or continuous basis pursuant the Company to cease any further Rule 415 of Response Efforts (the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 EligibleInvestor Rule 415 Determination”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for shall (i) remove from the Registration Statement such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales portion of the Registrable Securities pursuant (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the Requesting Stockholder’s intended method registration and resale of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities as the staff of the Commission may require to be registered, their aggregate amount, and assure the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies Company’s compliance with the requirements of Rule 415; provided, however, that the Securities ActCompany shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor (collectively, the “SEC Restrictions”). Notwithstanding any other provision of this Agreement to the contrary, no liquidated damages shall accrue pursuant to Section 4.1(d) (i) during the period beginning on the date of an SEC Objection and ending on the date that either the Company receives written notification from the Commission that the Company’s Rule 415 Response Effort has been successful or the Investor provides the Company with an Investor Rule 415 Determination or (ii) on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the filing of an additional Registration Statement with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be the date that is 30 days after the Restriction Termination Date.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the The Company shall filewithin 90 days of the date of original issuance of the Notes, file with the Commission and thereafter shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable best efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly on or prior to 180 days (plus any additional days allowed as a result of a Supplemental Delay Period) after the filing thereof. Each Takedown Request shall specify date of original issuance of the Registrable Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities by the Holders from time to be registered, their aggregate amount, and time in accordance with the intended method or methods of distribution thereofelected by such Holders and set forth in such Shelf Registration Statement. The Requesting Stockholder agrees Company shall use its best efforts to provide keep the Company with Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date of original issuance of the Notes or such information shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in connection with a Takedown Request as the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be reasonably requested sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company to ensure that in good faith and for valid business reasons (not including avoidance of the Takedown Prospectus Supplement Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of the Securities ActSection 4(h) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplemental Delay Period.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof(a) On or prior to each Filing Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting “Shelf” Registration Statement covering the resale from time of 130% of the Registrable Securities on such Filing Date for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities415; provided, which registration statement shall be filed on (a) Form S-3however, if the Company number of Registrable Securities shall equal or exceed 50% of the issued and outstanding Common Stock on the actual filing date of the initial Registration Statement (or any amendment thereto), then the initial Registration Statement shall register a number of shares which shall be 10,000 shares less than the number of shares which is then eligible 50% of the number of shares of Common Stock outstanding on such actual filing date, and the remaining Registrable Securities shall be subject to file a registration statement Section 3(c)(ii). In such event, the number of shares to be registered for each Holder shall be reduced pro-rata among all Holders. Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration Statement. The Registration Statement shall be on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Requesting Stockholder’s intended method Holders) substantially the “Plan of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject Distribution” attached hereto as Annex A. Subject to the terms of this Article VAgreement, the Company shall use its commercially reasonable best efforts to cause such prospectus supplement a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown Request , but in any event prior to the applicable Effectiveness Date, and shall specify use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to be registeredRule 144(k), their aggregate amountas determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the intended method or methods of distribution thereofaffected Holders (the “Effectiveness Period”). The Requesting Stockholder agrees to provide Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies telephonically confirms effectiveness with the requirements Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Securities ActTrading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof(a) On or prior to each Filing Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting “Shelf” Registration Statement covering the resale from time of 100% of the Registrable Securities on such Filing Date for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders 415, provided that if 100% of the Registrable SecuritiesSecurities not previously registered hereunder shall equal or exceed 49% of the issued and outstanding shares of Common Stock on the actual filing date of a Registration Statement (such amount, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 EligibleRegistration Cap”), such Registration Statement shall register a number of shares of Common Stock which Form S-3 is equal to the Registration Cap, and the remaining unregistered Registrable Securities shall be filed subject to Section 3(c) until all Registrable Securities are registered; provided, however, that, as an automatically effective registration statement if a reasonable response to comments on Rule 415 from the Commission and upon 10 days’ prior written notice to each Holder, the Company is eligible may reduce the Registration Cap to any percentage of the issued and outstanding shares of Common Stock between 33.0% and 48.9%; provided, further, that, upon the written request of Holders of at least 50.1% in interest of the then unregistered Registrable Securities, the Company shall use best efforts to register an amount of Registrable Securities in excess of the then Registration Cap in any Registration Statement, as indicated in such request. In the event that less than 100% of the Registrable Securities are included on a Registration Statement, the number of Registrable Securities to be registered for such filing, or each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form SB-2 (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Requesting Stockholder’s intended method Holders) substantially the “Plan of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject Distribution” attached hereto as Annex A. Subject to the terms of this Article VAgreement, the Company shall use its good faith commercially reasonable efforts to cause such prospectus supplement a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown Request , but in any event prior to the applicable Effectiveness Date, and shall specify use its good faith commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to be registeredRule 144(k), their aggregate amountas determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the intended method or methods of distribution thereofaffected Holders (the “Effectiveness Period”). The Requesting Stockholder agrees to provide Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement on the same Trading Day that the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies telephonically confirms effectiveness with the requirements Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Securities ActTrading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).

Shelf Registration. As soon as reasonably practicable following receipt of a written request from the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), Holders of a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders majority of the Registrable Securities, which the Partnership shall prepare and file an initial registration statement shall be filed on under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (aor any similar provision adopted by the Commission then in effect) Form S-3of the Securities Act (a “Registration Statement”); provided, however, that if the Company Partnership is then eligible to eligible, it shall file a such initial registration statement on Form S-3 (pursuant to S-3. If the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company Partnership is not then S-3 Eligible. Thereaftera WKSI, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Partnership shall use its commercially reasonable efforts to cause such prospectus supplement initial Registration Statement to become effective no later than 180 days after the date of filing of such Registration Statement (the “Filing Date”). The Partnership will use its commercially reasonable efforts to cause such initial Registration Statement filed pursuant to this Section 2.l(a) to be declared continuously effective under the Securities Act promptly after until the filing thereofearliest to occur of the following: (i) all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) two years from the Effective Date of such Registration Statement (in each case of clause (i), (ii) or (iii), the “Effectiveness Period”). Each Takedown Request shall specify In addition, as soon as practicable following receipt of written notice from the Holders of a majority of the Registrable Securities requesting the filing of an additional Registration Statement (which notice may not be given any earlier than 60 days prior to the second anniversary of the Effective Date of the initial or any additional Registration Statement filed pursuant to this Section 2.1(a)), the Partnership shall use its commercially reasonable efforts to prepare and file each such additional Registration Statement under the Securities Act covering the Registrable Securities; provided, however, that (x) the Partnership shall have no obligation to prepare and file more than four Registration Statements (excluding any Registration Statement under which any Selling Holders are prohibited from selling their Registrable Securities as a result of a suspension in excess of the periods permitted by Section 2.1(d)(1)) during the period beginning on the date hereof and ending on the seventh anniversary of the date hereof and (y) the Partnership shall have no obligation to prepare and file any Registration Statements from and after the seventh anniversary of the date hereof. The Partnership shall use its commercially reasonable efforts to cause any such additional Registration Statement to become effective no later than 180 days after the Filing Date. The Partnership will use its commercially reasonable efforts to cause any such additional Registration Statement filed pursuant to this Section 2.1(a) to be registered, their aggregate amount, and continuously effective under the intended method or methods Securities Act for the applicable Effectiveness Period. A Registration Statement filed pursuant to this Section 2.l(a) shall be on such appropriate registration form of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request Commission as may shall be reasonably requested selected by the Company Partnership. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to ensure that the Takedown Prospectus Supplement complies form in all material respects with the all applicable requirements of the Securities ActAct and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three (3) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of a Registration Statement.

Shelf Registration. As 2.1.1 The Company shall, as soon as reasonably practicable following the Closingpracticable, and but in any event within 30 thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders 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 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 declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) 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 Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, 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 Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 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 all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within one (1) business day of such date, the Company shall filenotify the Holders of the effectiveness of such Registration Statement. When effective, and shall thereafter use its commercially reasonable efforts a Registration Statement filed pursuant to make and keep effective this subsection 2.1.1 (including the documents incorporated therein by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time reference) will comply as to time on a delayed or continuous basis pursuant to Rule 415 form in all material respects with all applicable requirements of the Securities Act by and the Stockholders 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 Registration Statement, in the light of the Registrable Securities, circumstances under which registration such statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”made), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Act.

Shelf Registration. As 2.1.1 The Company shall, as soon as reasonably practicable following the Closingpracticable, and but in any event within 30 thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders 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 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 declared effective as soon as practicable after the filing thereof, but in no event later than ninety (90) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred and twenty (120) 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 shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or 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 Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its 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 Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within one (1) business day of such date, the Company shall filenotify the Holders of the effectiveness of such Registration Statement. When effective, and shall thereafter use its commercially reasonable efforts a Registration Statement filed pursuant to make and keep effective this subsection 2.1.1 (including the documents incorporated therein by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time reference) will comply as to time on a delayed or continuous basis pursuant to Rule 415 form in all material respects with all applicable requirements of the Securities Act by and the Stockholders 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 Registration Statement, in the light of the Registrable Securities, circumstances under which registration such statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”made), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Act.

Shelf Registration. As soon (a) Subject to any objection as reasonably practicable following the Closingcontemplated by Section 3(a) hereof, and in any event within 30 days thereofon or prior to each Filing Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting Registration Statement covering the resale from time of Registrable Securities in an amount equal to time all of the outstanding Registrable Securities, or if less than all, such maximum number of the Registrable Securities as may be registered by the Company on a delayed or Registration Statement on Form S-3 (“Form S-3”) pursuant to the instructions for Form S-3 and as provided by SEC Guidance on the Filing Date, which Registrable Securities are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. Each Registration Statement filed hereunder shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain a plan of distribution in a form reasonably acceptable to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject Holders. Subject to the terms of this Article VAgreement, the Company shall use its commercially reasonable efforts to cause such prospectus supplement a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). Each Takedown Request The Company shall specify immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the second Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities to be registeredregistered on a particular Registration Statement filed pursuant to this Section 2, their aggregate amount, and the intended method or methods number of distribution thereof. The Requesting Stockholder agrees Registrable Securities to provide be registered on such Registration Statement will be reduced on a pro rata basis based on the Company with such information in connection with a Takedown Request as may be reasonably requested total number of Registrable Securities then held by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities ActHolders.

Shelf Registration. As soon as reasonably practicable following (a) On or after the Closingdate on which the Company has filed its annual report for the year ending December 31, and in any event within 30 days thereof2019 on Form 10-K (the “10-K”) with the SEC and, upon the written request of the Holder, the Company shall file, (i) prepare and shall thereafter use its commercially reasonable efforts file (A) with the SEC a Registration Statement on Form S-3 or the then appropriate form for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by or any successor rule thereto that covers all Registrable Securities then outstanding (a Stockholder“Shelf Registration”); provided, if the Company is not then S-3 Eligible. Thereafterhowever, the Company shallthat, as promptly as reasonably practicable following prior to January 1, 2020, upon the written request of the Holder (which request shall be received no later than November 1, 2019), the Company shall prepare and file with the SEC a Stockholder Registration Statement on the then 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 rule thereto that covers all Registrable Securities then outstanding; provided, further, that, on or after the date on which the 10-K is filed with the SEC, upon the written request of the Holder, the Company shall replace any such Registration Statement with a Shelf Registration and (eachB) with the Canadian Securities Regulators a preliminary and final Base Shelf Prospectus to facilitate a secondary offering in one or more of the Qualifying Provinces of all Registrable Securities then outstanding, (ii) amend an existing registration statement so that it is usable for Shelf Registration and an offering on a “Requesting Stockholder”delayed or continuous basis of Registrable Securities, or (iii) file a prospectus supplement that shall be deemed to be a part of an existing registration statement in accordance with Rule 430B under the Securities Act that is usable for Shelf Registration and an offering on a resale delayed or continuous basis of Registrable Securities (as applicable, a “Takedown RequestShelf Registration Statement”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated . If permitted under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereofAct, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to Shelf Registration Statement shall be declared effective an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Act.

Shelf Registration. As soon as The Company shall (i) prepare and file within thirty (30) days of the Issue Date (plus up to an additional thirty (30) days to the extent reasonably practicable following the Closing, and in necessary to prepare any event within 30 days thereof, necessary financial statements of the Company shall file, and shall thereafter use or its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf predecessors) an initial registration statement permitting under the Securities Act to permit the public resale of Registrable Securities from time to time on a delayed or continuous basis pursuant to as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act by (a “Registration Statement”) (provided, for the Stockholders avoidance of doubt, that such Registration Statement may not be filed prior to June 5, 2021) and (ii) use its reasonable best efforts to cause such initial Registration Statement to become effective no later than ninety (90) days from the earlier of (i) the date of filing of the Registration Statement and (ii) the date that is 60 days after the Issue Date (the “Target Effective Date”). The Company will use its reasonable best efforts to cause such initial Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act, with respect to any Holder, or if such Registration Statement is not available, that another registration statement is available for the resale of the Registrable Securities, in each case until the earliest to occur of the following: (A) the date on which registration statement all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement and (B) the date on which there are no longer any Registrable Securities outstanding (such period, the “Effectiveness Period”). A Registration Statement filed pursuant to this Section 2.01(a) shall be filed on such appropriate registration form of the Commission as shall be selected by the Company; provided that, (ai) Form S-3, if the Company is then eligible, it shall file such Registration Statement on Form S-3 and (ii) if such Registration Statement is on Form S-1 and the Company later becomes eligible to file a registration statement register the Registrable Securities for resale on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which including without limitation a Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafterautomatic shelf Registration Statement), the Company shall, shall amend such Registration Statement to a Registration Statement on Form S-3 or file a Registration Statement on Form S-3 in substitution of such Registration Statement as promptly as reasonably practicable following initially filed. The Company shall be entitled to take into account of the written request position of a Stockholder the staff of the Commission (each, a the “Requesting StockholderStaff”) for a resale with respect to the character and maximum number of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as which may be reasonably requested by registered on the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities ActRegistration Statement.

Shelf Registration. As soon as reasonably practicable following 2.1.1 The Company shall, within forty-five (45) calendar days after the ClosingClosing Date, and in any event within 30 days thereof, file a Registration Statement under the Company shall file, and shall thereafter use its commercially reasonable efforts Securities Act to make and keep effective (including permit the public resale of all Registrable Securities held by renewing or refiling upon expiration), a shelf registration statement permitting the resale Holders from time to time on a delayed or continuous basis pursuant to as permitted by Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities or any successor rule thereto (a “Takedown RequestShelf Registration Statement”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to on the terms of and conditions specified in this Article V, Section 2.1.1 and shall use its commercially reasonable efforts to cause such prospectus supplement Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but not later than (i) the 90th calendar day following the filing date if the Commission notifies the Company that it will “review” the Shelf Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Shelf Registration Statement filed with the Commission pursuant to this Section 2.1.1 shall be on Form S-1 or, if the Company is eligible to use Form S-3, then on Form S-3 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act promptly after (or any successor or similar provision adopted by the filing thereofCommission then in effect) at any time beginning on the effective date for such Registration Statement. Each Takedown Request A Registration Statement filed pursuant to this Section 2.1.1 shall specify provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1.1 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 all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be registeredRegistrable Securities. When effective, their aggregate amount, and a Registration Statement filed pursuant to this Section 2.1.1 (including the intended method or methods of distribution thereof. The Requesting Stockholder agrees documents incorporated therein by reference) will comply as to provide the Company form in all material respects with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the all applicable requirements of the Securities ActAct and the Exchange Act and will not contain a Misstatement. The Company’s obligations under this Section 2.1.1, shall for the avoidance of doubt, be subject to Section 2.4 and Section 3.4.

Shelf Registration. (a) As soon promptly as reasonably practicable following the Closingpossible, and in any event within 30 days thereofon or prior to the Filing Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting “shelf” Registration Statement covering the resale from of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason (including, without limitation, the Commission’s interpretation of Rule 415) the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a Form S-3; in the event Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to time be made on a delayed or continuous basis pursuant to under the provisions of Rule 415 of under the Securities 1933 Act by the Stockholders of the Registrable Securitiesor requires any Investor to be named as an “underwriter”, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible shall use its commercially reasonable best efforts to file a registration statement on Form S-3 (pursuant to persuade the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if SEC that the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by the Registration Statement is a Stockholdervalid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto, if and to have such comments relayed to the Company is SEC with the consent of the Company, not then S-3 Eligibleto be unreasonably withheld. ThereafterNo such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e), the SEC refuses to alter its position, the Company shall, as promptly as reasonably practicable following shall (i) remove from the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to Registration Statement such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales portion of the Registrable Securities pursuant to (the Requesting Stockholder“Cut Back Shares”) and/or (ii) with the consent of the Investor’s intended method of distribution thereofcounsel, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under unreasonably withheld, agree to such restrictions and limitations on the Securities Act promptly after the filing thereof. Each Takedown Request shall specify registration and resale of the Registrable Securities as the SEC may require to be registered, their aggregate amount, and assure the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies Company’s compliance with the requirements of Rule 415; provided, however, that the Securities ActCompany shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor (collectively, the “SEC Restrictions”). The Cut Back Shares shall be allocated among the Investors on a pro rata basis unless the SEC otherwise requires. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the filing of an additional Registration Statement with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be the Restriction Termination Date.

Shelf Registration. As soon as reasonably practicable following 2.1 On or prior to the Closing, and in any event within 30 days thereofFiling Date, the Company shall file, prepare and shall thereafter use its commercially reasonable best efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting file with the SEC the Registration Statement covering the resale from time of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”). Subject to SEC comments, such Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Exhibit B, with such changes as the Company shall reasonably propose, subject to the consent of each Holder, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no Holder shall be required to be named as an “underwriter” within the meaning of the Securities 1933 Act by without such Holder’s express prior written consent, except that a Holder may be named as a “statutory underwriter” if such Holder is, or is affiliated with, a broker-dealer and states such fact in its Selling Stockholder Questionnaire (as defined below) or if the Stockholders staff of the Registrable Securities, which registration statement shall SEC requires such Holder to be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligibleso named. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject Subject to the terms of this Article VAgreement, the Company shall use its commercially reasonable efforts to cause such prospectus supplement the Registration Statement filed under this Agreement to be declared effective under the Securities 1933 Act as promptly as reasonably practicable after the filing thereof. Each Takedown Request , but in any event no later than the applicable Effectiveness Date, and shall specify use commercially reasonable efforts to keep such Registration Statement continuously effective under the 1933 Act between the Effectiveness Date and the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to be registered, their aggregate amount, and the intended method Rule 144 or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as (ii) may be reasonably requested by sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to ensure that the Takedown Prospectus Supplement complies be in compliance with the requirements current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the Securities Acteffectiveness of the Registration Statement within two calendar days of the Company’s telephonic confirmation of effectiveness with the SEC.

Shelf Registration. As soon as reasonably practicable following Following the ClosingCommencement of Commercial Operations and at the request of the Holders holding Registrable Securities having a Fair Market Value of not less than $25 million (collectively, and in any event within 30 days thereofthe "Requesting Holders"), the Company shall file, notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the Company's intention to prepare and shall thereafter use its commercially reasonable efforts file with the Commission a Registration Statement for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or a continuous basis pursuant to Rule 415 of (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act by the Stockholders covering all or a portion of the Registrable Securities, which registration statement and shall be filed on thereafter prepare and file such Registration Statement (the "Shelf Registration"). Each Holder not a Requesting Holder shall notify the Company within thirty (30) days of receipt of a Shelf Notification if it intends to include Registrable Securities held by it in such Shelf Registration; otherwise, such Holder shall have no right to include its Registrable Securities in such Shelf Registration or in any subsequent Shelf Registration; provided that a Holder not a Requesting Holder may subsequently request a Shelf Registration pursuant to this Section 2.2(a) if such Holder (i) notifies the Company within thirty (30) days of a Shelf Notification that (a) Form S-3upon request of the Company, if the Company is then eligible it has agreed not to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for include its Registrable Securities in such filingShelf Registration, or (b) any other appropriate form under by reason of contractual obligation or law, it cannot at the time of the Shelf Notification include its Registrable Securities Act for the type of offering contemplated by in a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written Shelf Registration and (ii) in each subsequent request of a Stockholder (each, a “Requesting Stockholder”) for a resale Shelf Registration, such Holder (collectively with other Holders not Requesting Holders making such request) must request registration of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) with an aggregate Fair Market Value on the date of such request of not less than $25 million in Registrable Securities held by or issuable to such shelf registration statement filed under Rule 424 promulgated under Holder(s). Each Shelf Registration shall be on a Form S-3 or another appropriate form (unless the Securities Act with respect to resales Holders of the Registrable Securities pursuant to the Requesting Stockholder’s intended method offered thereby reasonably request a specific form) permitting registration of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested for resale by the Company to ensure that Holders in the Takedown Prospectus Supplement complies with the requirements of the Securities Actmanner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings).

Shelf Registration. (a) As soon as reasonably practicable following possible but no later than the Closing, and in any event within 30 days thereofFiling Date, the Company shall file, and shall thereafter use its commercially reasonable best efforts to make prepare and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting Registration Statement covering the resale from time of all Registrable Securities for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities(such initial Registration Statement, which registration statement together with any additional Registration Statements to be filed pursuant to Section 2(b) below, each a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereofon Form S-3, in which case such registration shall be on another appropriate form in accordance herewith), and to shall contain the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms Plan of this Article V, Distribution attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause such prospectus supplement the Mandatory Shelf Registration Statement to be declared effective under the Securities Act promptly after as soon as possible but, in any event, no later than the filing thereof. Each Takedown Request Effectiveness Date, and shall specify use its best efforts to keep the Mandatory Shelf Registration Statement continuously effective under the Securities Act until such time as all of the Registrable Securities covered by such Registration Statement have either been publicly sold by the Holders or may be sold by the Holders without restriction pursuant to Rule 144 under the Securities Act (the “Effectiveness Period”). The Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the Internet) by the Holders of any and all Registrable Securities. If the Registrable Securities shall be resold by the Holders in an Underwritten Offering, the Company may include in an such registration other securities for sale for its own account; provided that if the underwriters for the offering shall determine that marketing factors require a limitation in the number of shares to be registeredincluded in such offering, their aggregate amount, and then the intended method or methods of distribution thereof. The Requesting Stockholder agrees securities to provide the Company with such information in connection with a Takedown Request as may be reasonably requested sold by the Company Holders shall be included in such registration before any securities proposed to ensure that be sold for the Takedown Prospectus Supplement complies with the requirements account of the Securities ActCompany.

Shelf Registration. As soon as reasonably practicable following the The Company shall file within forty-five (45) days of Closing, and in any event within 30 days thereof, use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter and no later than the earlier of (x) the 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 (y) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review , a Registration Statement for a shelf registration statement under Rule 415 of the Securities Act on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a shelf registration statement under Rule 415 of the Securities Act on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall fileprovide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall thereafter use its commercially reasonable efforts to make maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective (including by renewing or refiling upon expiration), a shelf registration statement permitting and available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the resale from time to time on a delayed or continuous basis pursuant to Rule 415 provisions of the Securities Act by the Stockholders of the until such time as there are no longer any Registrable Securities, which registration statement shall be filed on (a) Form S-3, if subject in each case to the provisions of this Agreement that permit the Company is then eligible to file suspend the use of the Registration Statement in the circumstances, and subject to the terms and conditions, set forth in those provisions. If, at any time the Company shall have qualified for the use of a registration statement on Form S-3 (pursuant Shelf or any other form which permits incorporation of substantial information by reference to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be other documents filed as an automatically effective registration statement if by the Company is eligible for with the Commission and at such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if time the Company is not has an outstanding Form S-1 Shelf, then S-3 Eligible. Thereafter, the Company shall, as promptly soon as reasonably practicable following practical, convert such outstanding Form S-1 Shelf into a Form S-3 Shelf. Notwithstanding anything to the written contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities an Underwritten Offering from such Shelf (a “Takedown Shelf Underwriting Request”), file a prospectus supplement such Underwritten Offering shall follow the procedures of subsection 2.1, (a “Takedown Prospectus Supplement”including subsection 2.1.3 and subsection 2.1.4) to but such shelf registration statement filed under Rule 424 promulgated under Underwritten Offering (including, for purposes of clarity, any Underwritten Block Trade) shall be made from the Securities Act with respect to resales Shelf and shall count against the number of the Registrable Securities Demand Registrations that may be made pursuant to subsection 2.1.1; provided that, in the Requesting Stockholder’s intended method event that the Underwritten Offering is being made from a Form S-3 Shelf, (i) the period of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by time for the Company to ensure 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 Takedown Prospectus Supplement complies with the requirements of the Securities Act.Holders have to respond to such notice shall be reduced from five (5) Business Days (as set forth in subsection 2.1.1) to three (3)

Shelf Registration. As soon as reasonably practicable following At the Closing, and in any event within 30 days thereofrequest of an Investor, the Company shall file, and shall thereafter use its commercially reasonable best efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to promptly file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for or such filing, or (b) any other appropriate form under the Securities Act then available to the Company providing for the type resale pursuant to Rule 415 from time to time, and on a continuing basis, by the requesting Investor of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale such number of Registrable Securities requested by the Investor to be registered thereby (a “Takedown Request”)including the prospectus, file a prospectus supplement (a “Takedown Prospectus Supplement”) amendments and supplements to the shelf registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such shelf registration statement filed under Rule 424 promulgated under statement, the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, “Shelf Registration Statement”). The Company shall use its commercially reasonable best efforts to cause such prospectus supplement the Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly after as practicable following such filing; provided, however, that the Company will be permitted to postpone (upon written notice to the Investors) the filing thereof. Each Takedown Request shall specify or the Registrable Securities to be registeredeffectiveness of the Shelf Registration Statement (on one or more occasions), their provided that the aggregate amount, and the intended method or methods number of distribution thereof. The Requesting Stockholder agrees to provide days the Company shall be permitted to so postpone, together with such information any and all days postponed in connection respect of a registration statement with respect to any and all Demands pursuant to Section 2.01(e), shall not exceed an aggregate of forty-five (45) days in any period of twelve ((12) consecutive months), if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the Shelf Registration Statement would have a Takedown Request as may be reasonably requested material adverse effect on any proposal or plan by the Company to ensure that engage in any debt or equity offering, material acquisition or disposition of assets (other than in the Takedown Prospectus Supplement complies with ordinary course of business) or any merger, consolidation, tender offer or other similar transaction. The Company shall maintain the requirements effectiveness of the Shelf Registration Statement until the first date as of which all the Registrable Securities Actincluded in the Shelf Registration Statement have been sold. The Company shall maintain the effectiveness of the Initial Resale Registration Statement until the first date as of which all the shares of Common Stock included in the Initial Resale Registration Statement have been sold. The effectiveness of the Initial Resale Registration Statement shall not constitute a Demand Registration for purposes of this Agreement; provided, that any subsequent requests for a Shelf Registration Statement pursuant to this Section 2.03 shall constitute a Demand hereunder. For the avoidance of doubt, the effectiveness of the Initial Resale Registration Statement shall not satisfy, limit, delay or reduce, the Company’s obligations pursuant to this Section 2.03.

Shelf Registration. As soon If, at the time the Company registers the Registrable Securities under the Securities Act pursuant to this Section 2(a), the sale or other disposition of such Registrable Securities by the Holder may be made pursuant to a Registration Statement on Form S-3 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), then such Required Registration Statement, unless otherwise directed by the Holder, shall be filed as reasonably practicable following a "shelf" Registration Statement pursuant to Rule 415 under the ClosingSecurities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Holder. Notwithstanding the requirements in the first paragraph of Section 2(a)(i) with respect to the period of effectiveness of any event within 30 days thereofRequired Registration Statement, the Company shall file, and shall thereafter use its commercially reasonable best efforts to make and keep such "shelf" registration continuously effective (including by renewing or refiling upon expiration), as long as the delivery of a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company Prospectus is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form required under the Securities Act for in connection with the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales disposition of the Registrable Securities pursuant registered thereby and, in furtherance of such obligation, shall supplement or amend such Registration Statement if, as and when required by the rules, regulations and instructions applicable to the Requesting Stockholder’s intended method of distribution thereof, and to form used by the extent Company for such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under registration or by the Securities Act promptly after or by any other rules and regulations thereunder applicable to shelf registrations. On one occasion during each twelve months such shelf Registration Statement remains effective, upon the filing thereof. Each Takedown Request shall specify Holder's receipt of notice of the decision of the Board of Directors as specified in the fifth paragraph of Section 2(a)(i) above, the Holder will refrain from making any sales of Registrable Securities under the shelf Registration Statement for a period of up to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Act90 days.

Shelf Registration. As soon Within thirty (30) days after the expiration of the 180 day period commencing as reasonably practicable following of the ClosingEffective Time (but in no event prior to December 7, 2000), HCC shall prepare and file with the SEC a "Shelf" registration statement (such registration statement including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, a "Registration Statement") covering all of the shares of HCC common stock into which VCI's shares of common stock are converted as a result of the Merger (including any event within 30 days thereofshares of HCC capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to such shares of HCC common stock, the Company shall file, and shall thereafter use its commercially reasonable efforts "Merger Shares") for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. The Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement except if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company HCC is not then S-3 Eligible. Thereaftereligible to register for resale the Merger Shares on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith as the Company shallHolders, as promptly as reasonably practicable following by vote of the written request Holders of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales majority of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereofMerger Shares, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, may consent). HCC shall use its commercially reasonable best efforts to cause such prospectus supplement the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the intended method Securities Act until the date which is two (2) years after the date that such Registration Statement is declared effective by the SEC or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as earlier date when all Merger Shares covered by such Registration Statement have been sold or may be reasonably requested sold without volume restrictions pursuant to Rule 144(k) as determined by the Company counsel to ensure HCC pursuant to a written opinion letter to such effect (the "Effectiveness Period"). Anything to the contrary contained herein notwithstanding, HCC shall not voluntarily take any action that would result in the Takedown Prospectus Supplement complies with Holders not being able to sell the requirements Merger Shares during the Effectiveness Period, unless such action is required under applicable law, as evidenced by an opinion of counsel to HCC or such other evidence as the Securities ActHolders may deem acceptable, or HCC has, upon written advice of counsel, filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective.

Shelf Registration. As soon as reasonably practicable following the Closing, date of this Agreement and upon written notice by the Stockholder of a request to register the Registrable Securities (but in any no event within longer than 30 days thereofafter the date of this Agreement), the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file a shelf registration statement permitting under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time on a delayed or continuous basis pursuant to as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act by the Stockholders of the Registrable Securities(a “Registration Statement”); provided, which registration statement shall be filed on (a) Form S-3however, that if the Company is then eligible to eligible, it shall file a such initial registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if . If the Company is not then S-3 Eligible. Thereaftera WKSI, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, shall use its commercially reasonable efforts to cause such prospectus supplement initial Registration Statement to become effective no later than 180 days after the date of filing of such Registration Statement (the “Filing Date”). The Company will use its commercially reasonable efforts to cause such Registration Statement filed pursuant to this Section 2.l(a) to be declared continuously effective under the Securities Act promptly after until the filing thereof. Each Takedown Request shall specify earliest to occur of the following: (i) all Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested covered by the Company Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) one year from the Effective Date of such Registration Statement (in each case of clause (i), (ii) or (iii), the “Effectiveness Period”). A Registration Statement filed pursuant to ensure that this Section 2.l(a) shall be on such appropriate registration form of the Takedown Prospectus Supplement complies Commission as shall be selected by the Company. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with the all applicable requirements of the Securities ActAct and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three (3) Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of a Registration Statement.

Shelf Registration. As (a) If at any time after the six month anniversary date of this Agreement, Micron shall receive from TI a written request (a "SHELF REQUEST") that Micron register pursuant to Rule 415(a)(1)(i) under the Securities Act (or any successor rule with similar effect) a delayed offering of Registrable Securities, equal to at least five percent (5%) of the Voting Securities of Micron outstanding on the date of such Shelf Request, then Micron shall use commercially reasonable efforts to cause the Registrable Securities specified in such Shelf Request (the "SHELF REGISTRABLE SECURITIES") to be registered as soon as reasonably practicable following so as to permit the Closingsale thereof and, in connection therewith, shall (i) prepare and in any event within 30 days thereof, file with the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration)SEC as soon as practicable after receipt of such Shelf Request, a shelf registration statement permitting the resale from time on Form S-3 relating to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the such Shelf Registrable Securities, which if such Form S-3 is available for use by Micron (or any successor form of registration statement shall be filed on (a) to such Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective to effect such registration statement if (a "SHELF REGISTRATION STATEMENT"), to enable the Company is eligible for distribution of such filingShelf Registrable Securities; provided, or however, that each such Shelf Request shall: (bi) any other appropriate form under specify the Securities Act for the type number of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Shelf Registrable Securities intended to be offered and sold by TI pursuant thereto (a “Takedown Request”), file a prospectus supplement which number of Shelf Registrable Securities shall not be less than five percent (a “Takedown Prospectus Supplement”5%) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Voting Securities of Micron outstanding on the date of such Shelf Request); (ii) express the intention of TI to offer or cause the offering of such Shelf Registrable Securities pursuant to such Shelf Registration Statement on a delayed basis in the Requesting Stockholder’s intended future; (iii) describe the nature or method of distribution thereof, the proposed offer and to the extent sale of such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Shelf Registrable Securities pursuant to be registered, their aggregate amount, such Shelf Registration Statement; and (iv) contain the intended method or methods undertaking of distribution thereof. The Requesting Stockholder agrees TI to provide the Company with all such information in connection with a Takedown Request and materials and take all such actions as may be reasonably requested by the Company required in order to ensure that the Takedown Prospectus Supplement complies permit Micron to comply with the all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and to obtain any desired acceleration of the effective date of such Shelf Registration Statement. TI shall not be entitled to make more than one Shelf Request during any three hundred sixty- five (365) day period.

Shelf Registration. As soon as reasonably practicable following (a) On or prior to the Closing, and in any event within 30 days thereofFiling Date, the Company shall fileprepare and file with the Commission a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on a Form S-3; in the event Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall thereafter maintain the effectiveness of the Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the staff of the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Investor to be named as an “underwriter” (an “SEC Objection”), the Company shall promptly notify the Investors of such SEC Objection and if the Investors shall request, the Company shall use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting persuade the resale from time to time on a delayed or continuous basis pursuant to Rule 415 staff of the Securities Act by Commission that the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by the Registration Statement is a Stockholdervalid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter” (a “Rule 415 Response Effort”). The Investors shall have the right to participate or have its counsel participate in any meetings or discussions with the staff of the Commission regarding such position and to comment or have its counsel comment on any written submission made to the staff of the Commission with respect thereto, if and to have such comments relayed to the Company is staff of the Commission with the consent of the Company, not then S-3 Eligibleto be unreasonably withheld. ThereafterNo such written submission shall be made to the staff of the Commission to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 4.1(a), the staff of the Commission refuses to alter its position, the Company shall, as promptly as reasonably practicable following shall (i) remove from the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to Registration Statement such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales portion of the Registrable Securities pursuant (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the Requesting Stockholder’s intended method registration and resale of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities as the staff of the Commission may require to be registered, their aggregate amount, and assure the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies Company’s compliance with the requirements of Rule 415; provided, however, that the Securities ActCompany shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of the Investor (collectively, the “SEC Restrictions”). Notwithstanding any other provision of this Agreement to the contrary, no liquidated damages shall accrue pursuant to Section 4.1(d) (i) during the pendency of a Rule 415 Response Effort or (ii) on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the filing of an additional Registration Statement with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be the date that is 30 days after the Restriction Termination Date.

Shelf Registration. As soon as reasonably practicable following (a) At any time commencing on or after the ClosingInitial Acquisition Closing Date, and upon the written request from the Holders, which request may be made on up to two separate occasions in any event within 30 days thereofgiven year (the “Demand Notice”), the Company shall fileprepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall thereafter be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to make file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and keep effective file a new registration statement (including by renewing or refiling upon expirationa “New Registration Statement”), a shelf registration statement permitting in either case covering the resale from time maximum number of Registrable Securities permitted to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act be registered by the Stockholders of the Registrable SecuritiesCommission, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant or such other form available to register for resale the General Instructions Registrable Securities as a secondary offering; provided, however, that prior to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for filing such filing, amendment or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. ThereafterNew Registration Statement, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) shall be obligated to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be declared effective under registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities Act promptly after or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the filing thereof. Each Takedown Request Company shall specify reduce or eliminate the shares of Common Stock to be included by any Person other than a Holder; second, the Company shall reduce or eliminate any shares of Common Stock to be included by any Affiliate of the Company; and third, the Company shall reduce the number of Registrable Securities to be registeredincluded by all other Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, their aggregate amount, and subject to a determination by the intended method or methods Commission that certain Holders must be reduced before other Holders based on the number of distribution thereofShares held by such Holders. The Requesting Stockholder agrees to provide In the event the Company with such information in connection with amends the Initial Registration Statement or files a Takedown Request New Registration Statement, as the case may be reasonably requested by be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to ensure that the Takedown Prospectus Supplement complies file with the requirements Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Securities ActInitial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Shelf Registration. As If prior to the expiration of the Exchange Offer: (i) the Company or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in interest payable by the Company on the Notes not being deductible by the Company for United States federal income tax purposes, (iii) the Exchange Offer Registration Statement is not declared effective within 180 days after the Issue Date or (iv) upon the request of the Initial Purchaser with respect to any Registrable Notes held by it, if, in the reasonable opinion of Skadden, Arps, Slate, Meagxxx & Xlom XXX or other counsel experienced in such matters, the Initial Purchaser is not permitted pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)- (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of effecting the registration of the Exchange Notes pursuant to the Exchange Offer Registration Statement, the Company will (x) promptly deliver to the Holders written notice thereof and (y) at the Company's sole expense: (a) as soon as reasonably practicable following the Closingafter such Shelf Registration Event Date, and and, in any event event, within 30 days thereof, after such Shelf Registration Event Date (but shall not be required to do so earlier than 75 days after the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expirationClosing Time), file a shelf registration statement permitting Shelf Registration Statement providing for the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act sale by the Stockholders Holders of all of the Registrable SecuritiesNotes, which registration statement and (b) shall use its best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Notes shall be filed on entitled to include any of its Registrable Notes 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 Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information 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 Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) Form S-3, if the Company is then eligible to file Rule 144(k) Period in the case of a registration statement on Form S-3 (Shelf Registration Statement filed pursuant to the General Instructions to Form S-3) (“S-3 Eligible”Section 2(b)(i), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, (ii) or (iii) or (b) any other appropriate form under 180 days in the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request case of a Stockholder Shelf Registration Statement filed pursuant to Section 2(b)(iv) (each, a “Requesting Stockholder”) for a resale subject in each case to extension pursuant to the last paragraph of Registrable Securities (a “Takedown Request”Section 3 hereof), file or for such shorter period which will terminate when all of the Registrable Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration. The Company will, in the event a prospectus supplement (Shelf Registration Statement is declared effective, provide to each Holder a “Takedown reasonable number of copies of the Prospectus Supplement”) which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to permit certain unrestricted resales of the Registrable Securities pursuant Notes. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the Requesting Stockholder’s intended method of distribution thereof, and to registration form used by the extent Company for such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under Shelf Registration Statement or by the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amountor by any other rules and regulations thereunder for shelf registrations, and the intended method or methods of distribution thereof. The Requesting Stockholder Company agrees to provide furnish to the Company with Holders of Registrable Notes copies of any such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies supplement or amendment promptly after its being used or filed with the requirements of the Securities ActSEC.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof(a) On or prior to each Filing Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting “Shelf” Registration Statement covering the resale from time of the Registrable Securities on such Filing Date for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of 415. If for any reason the Securities Act by the Stockholders Commission does not permit all of the Registrable SecuritiesSecurities to be included in such Registration Statement, then the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statements, as expeditiously as possible, but in no event later than the date which registration statement is 30 days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Requesting Stockholder’s intended method Holders) substantially the “Plan of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject Distribution” attached hereto as Annex A. Subject to the terms of this Article VAgreement, the Company shall use its commercially reasonable best efforts to cause such prospectus supplement a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown Request , but in any event prior to the applicable Effectiveness Date, and shall specify use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the second anniversary of the Effective Date, (ii) such time as all Registrable Securities covered by such Registration Statement have been sold publicly or (iii) such time that all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to be registeredRule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, their aggregate amountaddressed and acceptable to the Company’s transfer agent and a copy of which is delivered to the affected Holders (the “Effectiveness Period”). To the extent permitted by the Commission, and the intended method or methods Company shall telephonically request effectiveness of distribution thereofa Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Requesting Stockholder agrees to provide Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement no later than one Trading Day after the Company with such information in connection with a Takedown Request as may be reasonably requested by receives notification from the Company to ensure Commission that the Takedown Commission has declared the Registration Statement effective. The Company shall within two Trading Days after the Effective Date (as defined in the Purchase Agreement), file a Prospectus Supplement complies pursuant to Rule 424(b) with the requirements Commission. Failure to so notify the Holder within two Trading Days of the Securities Actsuch notification shall be deemed an Event under Section 2(b).

Shelf Registration. As soon as reasonably practicable following The Issuer shall prepare and cause to be filed with the Closing, and in any event within 30 Commission on or before 120 days thereof, from the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis Closing Date pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for a Registration Statement on the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect appropriate form relating to resales of Transfer Restricted Securities by the Registrable Securities Holders thereof and the issuance of Warrant Shares upon the exercise of the Warrants sold pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Registration Statement. The Company shall use its commercially reasonable best efforts to cause such prospectus supplement the Registration Statement to be declared effective under by the Securities Act promptly Commission on or before 180 days after the filing thereofClosing Date. Each Takedown Request shall specify To the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company extent necessary to ensure that the Takedown Prospectus Supplement complies Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3(a), the Issuer shall use its reasonable best efforts to keep any Registration Statement required by this Section 3(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 4(a) hereof and in conformity with the requirements of this Agreement, the Securities Act.Act and the policies, rules and regulations of the Commission as announced from time to time, until the later of (i) the second anniversary of the effective date of the Registration Statement and (ii) the earlier of (A) the Expiration Date and (B) the first date as of which all Warrants have been exercised by the Holders thereof; provided that such obligation shall expire before such date if the Issuer delivers to the Warrant Agent a written opinion of counsel to the Issuer (which opinion of counsel shall be satisfactory to the Initial Purchaser) that all Holders (other than Affiliates of the Issuer) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, timing or volume of any such sale; and provided, further, that notwithstanding the foregoing, any Affiliate of the Issuer may, with notice to the Issuer, require the Issuer to keep the Registration Statement continuously effective for resales by such Affiliate for so long as such Affiliate holds Warrants or Warrant Shares, including as a result of any market-making activities or other trading activities of such Affiliate. Notwithstanding the foregoing, the Issuer shall not be required to amend or supplement the Registration Statement, any related prospectus or any document incorporated therein by reference, for a period (a "Black Out Period") not to exceed, for so long as this Agreement is in effect, an aggregate of 60 days in any calendar year, in the event that

Shelf Registration. As soon as reasonably practicable following The Company shall prepare and cause to be filed with the Closing, Commission on or before 60 days from the Assumption Date pursuant to Rule 415 under the Act a Registration Statement on the appropriate form relating to resales of Transfer Restricted Securities by the Holders thereof and in any event within 30 the issuance of Warrant Shares upon the exercise of the Warrants sold pursuant to such Registration Statement. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective by the Commission on or before 120 days thereofafter the Assumption Date. To the extent necessary to ensure that the Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3(a), the Company shall file, and shall thereafter use its commercially reasonable best efforts to make keep any Registration Statement required by this Section 3(a) continuously effective, supplemented, amended and keep effective (including current as required by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms provisions of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, Section 4(a) hereof and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies conformity with the requirements of this Agreement, the Securities ActAct and the policies, rules and regulations of the Commission as announced from time to time, until the later of (i) the second anniversary of the effective date of the Registration Statement and (ii) the earlier of (A) the Expiration Date and (B) the first date as of which all Warrants have been exercised by the Holders thereof; PROVIDED, HOWEVER, that such obligation shall expire before such date if the Company delivered to the Warrant Agent a written opinion of counsel to the Company (which opinion of counsel shall be reasonably satisfactory to the Initial Purchasers) that all Holders (other than Affiliates of the Company) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, timing or volume of any such sale. Notwithstanding the foregoing, the Company shall not be required to amend or supplement the Registration Statement, any related prospectus or any document incorporated therein by reference, for a period (a "BLACK OUT PERIOD") not to exceed, for so long as this Agreement is in effect, an aggregate of 90 days in any calendar year, in the event that (i) an event occurs and is continuing as a result of which the Registration Statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Company'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, in the light of the circumstances under which they were made, not misleading, and (ii)(A) the Company determines in its good faith judgment that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Company or (B) the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; PROVIDED, HOWEVER, that such Black Out Period shall be extended for any period, not to exceed an aggregate of 30 days in any calendar year, during which the Commission is reviewing any proposed amendment or supplement to the Registration Statement, any related prospectus or any document incorporated therein by reference which has been filed by the Company; and PROVIDED, FURTHER, that no Black Out Period may be in effect during the three months prior to the Expiration Date.

Shelf Registration. As Subject to Section 3(c), the Company agrees to file within thirty (30) days after the date of this Agreement, a shelf Registration Statement on Form F-1, or such other form under the Securities Act then available to the Company, providing for the resale of all Registrable Securities (determined as of two (2) business days prior to such filing) pursuant to Rule 415, from time to time (a “Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable following after the Closingfiling thereof. The Shelf Registration Statement shall provide for the resale from time to time, and in pursuant to any event within 30 days thereofmethod or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) to the Holders of any and all Registrable Securities. Following the filing of the Shelf Registration Statement, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting convert the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement Shelf Registration Statement on Form S-3 F-1 (pursuant and any Subsequent Shelf Registration) to the General Instructions to a Registration Statement on Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed F-3 as an automatically effective registration statement if soon as practicable after the Company is eligible for such filingto use Form F-3. Notwithstanding the registration obligations set forth in this Section 2(a)(i), or (b) any other appropriate form under in the Securities Act for event the type of offering contemplated by a Stockholder, if Commission informs the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales that all of the Registrable Securities pursuant cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Requesting Stockholder’s intended method of distribution thereof, Holders and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement file amendments to the Shelf Registration Statement as required by the Commission and/or (B) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be declared effective under registered by the Commission, on Form F-1 or Form F-3 or such other form available to register for resale the Registrable Securities Act promptly after as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the filing thereofCompany shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including, without limitation, relevant Compliance and Disclosure Interpretations. Each Takedown Request shall specify Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registeredregistered on such Registration Statement will be reduced pro rata, their aggregate amountbased on the number of Registrable Securities held by each Holder, and subject to a determination by the intended method or methods Commission that certain Holders must be reduced first based on the number of distribution thereofRegistrable Securities held by such Holders. The Requesting Stockholder agrees to provide In the event the Company with such information in connection with amends the Shelf Registration Statement or files a Takedown Request New Registration Statement, as the case may be reasonably requested by be, under clauses (A) or (B) above, the Company will use its commercially reasonable efforts to ensure that the Takedown Prospectus Supplement complies file with the requirements Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-1 or Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Securities ActShelf Registration Statement, as amended, or the New Registration Statement.

Shelf Registration. As soon as reasonably practicable following Upon the Closing, and in any event within 30 days thereofexpiration of the Lock-Up Period, the Company shall filefile promptly after becoming eligible to use Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), and shall thereafter use its commercially reasonable efforts to make cause to be declared effective as soon as practicable thereafter and keep effective no later than the earlier of (including x) the 45th calendar day (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by renewing the Commission that the Registration Statement will not be “reviewed” or refiling upon expiration)will not be subject to further review, a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to under Rule 415 of the Securities Act by the Stockholders of the Registrable SecuritiesAct, which registration statement shall be filed on (a) Form S-3, S-3 if the Company is then eligible to file a registration statement use Form S-3 or otherwise on Form S-3 S-1 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting StockholderShelf”) for a covering the resale of all the Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) determined as of two Business Days prior to such shelf registration statement filed under Rule 424 promulgated under filing) on a delayed or continuous basis. Such Shelf shall provide for the Securities Act with respect to resales resale of the Registrable Securities included therein pursuant to the Requesting Stockholder’s intended any method or combination of distribution thereofmethods legally available to, and requested by, any Holder named therein; provided, however, that the Company shall not be required to file any Registration Statement for the resale of the Registrable Securities included therein pursuant to any method or combination of methods that is not legally available to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Company. The Company shall use its commercially reasonable efforts to cause maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such prospectus supplement amendments, including post-effective amendments, and supplements as may be necessary to be declared keep a Shelf continuously effective under and available for use to permit all Holders named therein to sell their Registrable Securities included therein in the manner desired by such Holders and in compliance with the provisions of the Securities Act promptly after until such time as there are no longer any Registrable Securities, subject in each case to the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods provisions of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by this Agreement that permit the Company to ensure suspend the use of the Registration Statement in the circumstances, and subject to the terms and conditions, set forth in those provisions. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or such Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 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, if such Underwritten Offering is completed in accordance with its terms, shall count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1, subject to subsection 2.1.2; provided that, in the event that the Takedown Prospectus Supplement complies with Underwritten Offering is being made from a Shelf, (i) the requirements period of time for the Company to notify all other Holders of Registrable Securities of the Securities Act.Company’s receipt of the applicable Demand Registration shall be reduced from ten (10) days (as set forth in

Shelf Registration. As soon as reasonably practicable following Within 120 days after the Closing, and in any event within 30 days thereofIPO Closing Date, the Company shall file, file and shall thereafter use its commercially reasonable best efforts to make cause to become effective not later than the later of (i) the 150th day after the IPO Closing Date and keep effective (including by renewing or refiling upon expiration)ii) the end of the IPO Restricted Period, a shelf registration statement permitting the resale from time to time Shelf Registration Statement on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of any appropriate form for all the Registrable Securities, which registration statement form shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act available for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales sale of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and in accordance with the intended method or methods of distribution thereof, as specified by Du Pont (including pursuant to one or more Underwritten Offerings); provided that at the request of the Holders, the filing and effectiveness of the Shelf Registration Statement may be delayed for such a period as the Holders request. The Requesting Stockholder Company agrees to provide use its best efforts, taking into account the unavailability of incorporation by reference during the portion of the Pre-Demand Period prior to the Company's becoming eligible to use Form S-3, to keep such 5 133 Registration Statement Continuously Effective and usable for resale of Registrable Securities, for a period of twenty-four (24) months from the date on which the SEC declares such Registration Statement effective or such shorter period which will terminate when all the Registrable Securities covered by such Registration Statement cease to be Registrable Securities; provided, however, that the Company may elect that such Registration Statement not be filed or usable during any Blackout Period (as defined in Section 4). No incidental or piggyback registration rights shall be available to any Person (including the Company) with such information respect to the Shelf Registration Statement, and no Person (including the Company) shall have the right to have any securities other than the Registrable Securities included therein or registered thereon. The registration rights granted pursuant to the provisions of this Section 3(a) shall be in connection with a Takedown Request as may addition to the registration rights granted pursuant to the other provisions of this Section 3 and the number of Demand Registrations provided pursuant to Section 3(b) below shall not be reasonably requested reduced by reason of any underwritten offerings effected pursuant to the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities ActShelf Registration.

Shelf Registration. As soon as reasonably practicable following (i) The Corporation shall, at its sole cost and expense, file with the Closing, Commission and in any event within 30 days thereof, the Company thereafter shall file, and shall thereafter use its commercially reasonable best efforts to make and keep effective cause to be declared effective, not later than ninety (including by renewing or refiling upon expiration90) calendar days after the Closing Date, a registration statement (the "Shelf Registration Statement"), a shelf registration statement permitting the resale from time to time on a delayed Form S-3 or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3any successor form thereto, if the Company is then eligible to file a registration statement on Form S-3 (pursuant eligible, relating to the General Instructions offer and sale of the shares of Common Stock issuable upon conversion of the shares of Preferred Stock and Common Stock issuable in respect of any dividends described in the Series B-1 Certificate of Designation on the shares of Preferred Stock (the "Securities") by the Holders thereof, from time to Form S-3) (“S-3 Eligible”)time, which Form S-3 shall be filed as an automatically effective registration statement if in accordance with the Company is eligible for such filing, or (b) any other appropriate form methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter(hereinafter, the Company shall"Shelf Registration"); provided, however, that no Holder of Securities (other than the Investors) shall be entitled to have the Securities covered by such Shelf Registration Statement unless such Holder of Securities agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder of Securities. (ii) The Corporation shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of Securities until all the shares of Securities covered by the Shelf Registration Statement have been sold pursuant thereto. The Corporation shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of the Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. (iii) Notwithstanding any other provisions of this Agreement to the contrary, the Corporation shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as promptly as reasonably practicable following of the written request effective date of a Stockholder the Shelf Registration Statement, amendment or supplement, (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”A) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information comply in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies all material respects with the applicable requirements of the Securities Act.Act and the rules and regulations of the Commission and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c)

Shelf Registration. As soon The Company shall file or cause to be filed, ------------------ on or prior to December 2, 1999, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and shall use its best efforts to have such Shelf Registration Statement declared effective by the SEC as reasonably promptly as practicable following the Closing, and after filing thereof. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any event 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 Company in writing, within 30 15 days thereofafter receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information 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 Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective and the Prospectus usable for resales during the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"); provided, however, that for 60 days or less (whether or not consecutive) in any twelve-month period, the Company shall filebe permitted to suspend sales of Securities if the Shelf Registration Statement is no longer effective or the Prospectus usable for resales due to circumstances relating to pending developments, public filings with the SEC and shall thereafter use its commercially reasonable efforts similar events, or because the Prospectus includes an untrue statement of a material fact or omits to state a material fact necessary in order to make and keep effective (including by renewing or refiling upon expiration)statements therein, a shelf registration statement permitting in the resale from time to time on a delayed or continuous basis pursuant to Rule 415 light of the Securities Act by circumstances under which they were made, not misleading. The Company will, in the Stockholders event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration Statement has become effective and take such other actions as are required to permit unrestricted resales of the Registrable Securities. The Company further agrees to supplement or amend the Shelf Registration Statement if and as required by the rules, which regulations or instructions applicable to the registration statement shall be filed on (a) Form S-3, if form used by the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, Shelf Registration Statement or (b) any other appropriate form under by the Securities Act or by any other rules and regulations thereunder for the type of offering contemplated by a Stockholdershelf registrations, if and the Company is not then S-3 Eligible. Thereafter, agrees to furnish to the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale Holders of Registrable Securities (a “Takedown Request”), file a prospectus copies of any such supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act or amendment promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method its being used or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies filed with the requirements of the Securities ActSEC.

Shelf Registration. As Subject to Section 3(c), the Company agrees to file within sixty (60) days after the date of this Agreement, a shelf Registration Statement on Form S-1, or such other form under the Securities Act then available to the Company, providing for the resale of all Registrable Securities (determined as of two (2) business days prior to such filing) pursuant to Rule 415, from time to time (a “Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable following after the Closingfiling thereof. The Shelf Registration Statement shall provide for the resale from time to time, and in pursuant to any event within 30 days thereofmethod or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) to the Holders of any and all Registrable Securities. Following the filing of the Shelf Registration Statement, the Company shall file, and shall thereafter use its commercially reasonable efforts to make convert the Shelf Registration Statement on Form S-1 (and keep effective (including by renewing or refiling upon expiration), any Subsequent Shelf Registration) to a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement Registration Statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if soon as practicable after the Company is eligible for such filingto use Form S-3. Notwithstanding the registration obligations set forth in this Section 2(a)(i), or (b) any other appropriate form under in the Securities Act for event the type of offering contemplated by a Stockholder, if Commission informs the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales that all of the Registrable Securities pursuant cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Requesting Stockholder’s intended method of distribution thereof, Holders and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement file amendments to the Shelf Registration Statement as required by the Commission and/or (B) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be declared effective under registered by the Commission, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities Act promptly after as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the filing thereofCompany shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including, without limitation, relevant Compliance and Disclosure Interpretations. Each Takedown Request shall specify Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registeredregistered on such Registration Statement will be reduced pro rata, their aggregate amountbased on the number of Registrable Securities held by each Holder, and subject to a determination by the intended method or methods Commission that certain Holders must be reduced first based on the number of distribution thereofRegistrable Securities held by such Holders. The Requesting Stockholder agrees to provide In the event the Company with such information in connection with amends the Shelf Registration Statement or files a Takedown Request New Registration Statement, as the case may be reasonably requested by be, under clauses (A) or (B) above, the Company will use its commercially reasonable efforts to ensure that the Takedown Prospectus Supplement complies file with the requirements Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Securities ActShelf Registration Statement, as amended, or the New Registration Statement.

Shelf Registration. As soon as reasonably practicable following Following the ClosingCommencement of Commercial ------------------ Operations and at the request of the Holders holding Registrable Securities having a Fair Market Value of not less than $25 million (collectively, and in any event within 30 days thereofthe "Requesting Holders"), the Company shall file, notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the Company's intention to prepare and shall thereafter use its commercially reasonable efforts file with the Commission a Registrat ion Statement for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or a continuous basis pursuant to Rule 415 of (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act by the Stockholders covering all or a portion of the Registrable Securities, which registration statement and shall be filed on thereafter prepare and file such Registration Statement (the "Shelf Registration"). Each Holder not a Requesting Holder shall notify the Company within thirty (30) days of receipt of a Shelf Notification if it intends to include Registrable Securities held by it in such Shelf Registration; otherwise, such Holder shall have no right to include its Registrable Securities in such Shelf Registration or in any subsequent Shelf Registration; provided that a -------- ---- Holder not a Requesting Holder may subsequently request a Shelf Registration pursuant to this Section 2.2(a) if such Holder (i) notifies the Company within thirty (30) days of a Shelf Notification that (a) Form S-3upon request of th e Company, if the Company is then eligible it has agreed not to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for include its Registrable Securities in such filingShelf Registration, or (b) any other appropriate form under by reason of contractual obligation or law, it cannot at the time of the Shelf Notification include its Registrable Securities Act for the type of offering contemplated by in a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written Shelf Registration and (ii) in each subsequent request of a Stockholder (each, a “Requesting Stockholder”) for a resale Shelf Registration, such Holder (collectively with other Holders not Requesting Holders making such request) must request registration of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) with an aggregate Fair Market Value on the date of such request of not less than $25 million in Registrable Securities held by or issuable to such shelf registration statement filed under Rule 424 promulgated under Holder(s). Each Shelf Registration shall be on a Form S-3 or another appropriate form (unless the Securities Act with respect to resales Holders of the Registrable Securities pursuant to the Requesting Stockholder’s intended method offered thereby reasonably request a specific form) permitting registration of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested for resale by the Company to ensure that Holders in the Takedown Prospectus Supplement complies with the requirements of the Securities Actmanner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings).

Shelf Registration. As soon The Company shall register all Warrant Shares on Form X-0, X-0 or S-3 (or any similar registration that may be available at such time) in connection with, to the extent permitted by the SEC, the sale or distribution of Warrant Shares, in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement"). The Company shall, at its cost, as reasonably promptly as practicable following (but in no event later than February 28, 2003) file with the ClosingSEC and thereafter shall use its best efforts to cause to be declared effective a registration statement under the Securities Act on or prior to April 29, and in any event within 30 days thereof2003. Notwithstanding the foregoing, the Company shall filenot be obligated to effect any such registration pursuant to this Section 1 if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company shall thereafter have the right to defer the filing of the registration statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 1; provided, however, that in the event the Company elects to exercise such right with respect to any registration, it shall not exercise such right again prior to the date that is nine months after the date on which the registration statement relating to such deferred registration is filed. The Company shall use its commercially reasonable best efforts to make and keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by Holders for a period that will terminate when all Warrant Shares outstanding are freely saleable (including by renewing i.e., without registration or refiling upon expirationprospectus delivery), a shelf registration statement permitting provided, however, that if, subsequent to such time, any of the resale from time Warrant Shares outstanding cease, for any reason, to time on a delayed or continuous basis pursuant be freely saleable, the Company shall be subject to Rule 415 the obligations set forth in this Exhibit D as if such event had not happened. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Warrant Shares covered thereby not being able to offer and sell such Warrant Shares during that period, unless such action is required by applicable law, except as provided in Section 2 below. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereof complies in all material respects with the Securities Act by and the Stockholders rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, 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 (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Registrable Securitiescircumstances under which they were made, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actmisleading.

Shelf Registration. As soon as reasonably practicable following If no registration statement has been filed and declared effective pursuant to Section 4(a) by April 15, 1997, or if a registration statement has been filed and declared effective pursuant to Section 4(a) by such date and any Warrant Holders advise the ClosingCompany within five business days after being notified by the Company that such registration statement has been declared effective that they do not wish to sell their Warrant Shares pursuant to such registration statement, and in any event within 30 days thereof, then the Company shall fileuse its best efforts to file with the SEC, and shall thereafter use its commercially reasonable efforts cause to make and keep be declared effective (including by renewing or refiling upon expiration)June 15, 1997, a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and applicable blue sky or other securities laws) relating to the offer and sale of Warrant Shares by the Warrant Holders thereof in accordance with the methods of distribution set forth in such registration statement, provided, however, that if the Company already has an effective registration statement under Rule 415 of the Securities Act by Act, the Stockholders of the Registrable Securities, which Company shall cause such registration statement to remain effective through the date specified in the last sentence of this Section 4(b). The Company shall have sole discretion in selecting any underwriters in the event the Warrant Shares are to be filed on (a) Form S-3, if sold in an underwritten offering provided that the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may any offering pursuant to this Section 4(b) shall be reasonably requested determined jointly by the Company and any participating Warrant Holders. The Company will keep any registration pursuant to ensure that this Section 4(b) effective until the Takedown Prospectus Supplement complies with earlier of (i) the requirements date on which all Warrant Shares covered by such registration statement have been disposed of by the Securities ActWarrant Holders or (ii) December 31, 1997 (subject to extension for the number of days during which the filing of any registration statement is postponed pursuant to Section 4(g).

Shelf Registration. As soon as reasonably practicable following On or before the Closing, and in any event within 30 days thereofthirtieth (30th) day after the Stockholder Approval Date, the Company shall filefile with the SEC a registration statement on Form S-3, and shall thereafter use its commercially reasonable efforts any related qualification or compliance, with respect to make and keep effective (including the sale or distribution by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders all of the Registrable SecuritiesSecurities (the “SHELF REGISTRATION”); PROVIDED, HOWEVER, that the Company shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 2.2 in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, and PROVIDED, FURTHER, that the Company shall have no obligation to register the Registrable Securities if Stockholder Approval is not received. The Company shall use commercially reasonable efforts to have the Shelf Registration declared effective by the SEC as promptly as practicable; PROVIDED, that in the event the Company receives notice from the SEC that the Shelf Registration will not be subject to SEC review, the Company shall have the S-3 Registration Statement declared effective as soon as possible following receipt of such notice from the SEC; PROVIDED, FURTHER, that in the event the Shelf Registration is reviewed by the SEC, the Company shall work diligently to resolve any SEC comments in favor of the Company as soon as possible and, following receipt of notice from the SEC that all such comments are resolved, will have the Shelf Registration declared effective as soon as possible thereafter; and PROVIDED, FURTHER, that in no event shall the Shelf Registration be declared effective later than the date that any other registration statement shall be filed on (a) Form S-3, if by the Company after the Effective Date is then eligible to file a declared effective (other than any registration statement relating to any Company employee benefit plan or any registration statement filed by the Company on Form S-3 S-4 that is not reviewed by the SEC). The Company shall leave the Shelf Registration in effect until the earlier of: (pursuant to A) the General Instructions to Form S-3date on which all Registrable Securities shall either (i) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form have been registered under the Securities Act for and been disposed of, or (ii) be, in the type reasonable opinion of offering contemplated by a Stockholder, if counsel to the Company is not then S-3 Eligible. Thereafterthat has been delivered to the applicable Holders, saleable in a three (3) month period by the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf current Holders thereof without registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective Rule 144 under the Securities Act promptly after Act; or (B) the filing thereof. Each Takedown Request shall specify date three (3) years from the Registrable Securities to be registered, their aggregate amount, and date on which the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested Shelf Registration is declared effective by the Company to ensure that SEC (the Takedown Prospectus Supplement complies with the requirements of the Securities Act“SHELF TERMINATION DATE”).

Shelf Registration. As soon as reasonably practicable following (a) Subject to the Closing, and in any event within 30 days thereofconsent of a majority of the Board, the Holder shall have the right to cause the Company shall file, and shall thereafter to file a Registration Statement with the Commission on Form S-3 (provided that the Company is eligible to use its commercially reasonable efforts such form) for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement Act. The Company shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement Registration Statement to be declared become effective under and to maintain the Securities Act promptly after effectiveness of such shelf Registration Statement with respect to all or a portion of the filing thereof. Each Takedown Request shall specify the Holder’s Registrable Securities to be registered, their aggregate amountin the Company (a “Shelf Demand Registration”), and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with use commercially reasonable efforts to cause such information in connection with a Takedown Request Registration Statement to become and maintain its effectiveness until such time as may be reasonably requested determined by the consent of a majority of the Board and the Holder. If, however, the Company shall furnish to the Holder requesting a Registration Statement pursuant to this Section 4 a certificate signed by the Chief Executive Officer or President of the Company, within fifteen (15) days of receipt of the Shelf Demand Registration, stating that, (i) in the good faith judgment of the Board such Registration Statement would result in a premature disclosure of a matter the Board has determined would not be in the best interest of the Company to ensure that be disclosed at this time or would have a material detrimental effect on the Takedown Prospectus Supplement complies Company or any material transaction contemplated by the Company, then the Company shall have the right to defer such filing for a period of not more than forty-five (45) days after the receipt of the Shelf Demand Registration, or (ii) the Company has on file or has current plans (which are diligently pursued in good faith) to file another registration statement with the requirements Commission, other than a Form S-8 relating to employee shares or stock options, then the Company shall have the right to defer the filing of the Securities ActRegistration Statement for a period of not more than one hundred and eighty (180) days after the receipt of the Shelf Demand Registration. Unless the Holder shall agree in writing, no other party, including the Company, shall be permitted to offer securities under any such Form S-3 Registration. Any such Shelf Demand Registration shall be subject to piggyback rights as described under Section 5 below.

Shelf Registration. As soon The Company will, subject to Sections 3.1 and 3.13 hereof, cause a registration statement on Form S-1 or Form S-3 relating to the resale of the Registrable Securities by the Registrable Securityholders on a continuous basis pursuant to Rule 415 under the Securities Act (the “Registration Statement”), to be filed with the Commission as reasonably practicable promptly as possible following the Closing, date hereof and in any event within 30 no later than sixty (60) days thereoffollowing the date hereof (the “Filing Deadline”). Notwithstanding the registration obligations set forth in this Agreement, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall file, agrees to promptly (i) inform each of the Registrable Securityholders thereof and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting file amendments to the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act initial Registration Statement as required by the Stockholders Commission and/or (ii) withdraw the initial Registration Statement and file a new Registration Statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to the Company to register for resale the Registrable SecuritiesSecurities as a secondary offering; provided, which registration statement shall be filed on (a) Form S-3however, if the Company is then eligible that prior to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for filing such filing, amendment or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafternew Registration Statement, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) shall be obligated to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under advocate with the Securities Act promptly after Commission for the filing thereof. Each Takedown Request shall specify registration of all of the Registrable Securities to be registeredin accordance with the SEC Guidance, their aggregate amountincluding without limitation, Compliance and Disclosure Interpretation 612.09. In the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide event the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such information in connection with a Takedown Request as may be reasonably requested by form available to the Company to ensure register for resale those Registrable Securities that were not registered for resale on the Takedown Prospectus Supplement complies with initial Registration Statement, as amended, or the requirements of the Securities Actnew Registration Statement. No Registrable Securityholder shall be named as an “underwriter” in any Registration Statement without such Registrable Securityholder’s prior written consent.

Shelf Registration. As soon as In the event that (i) the Company, the ------------------ Trust or the Majority Holders reasonably practicable following determine, after conferring with counsel (which may be in-house counsel), that the ClosingExchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in currently prevailing interpretations of the staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date or (iii) upon the request of any Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, in the reasonable opinion of Skadden, Arps, Slate, Meagher & Xxxx LLP, xxrsuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in any event within 30 days (i)-(iii) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company shall fileand the Trust shall, and shall thereafter at their cost, use its commercially reasonable their best efforts to make and keep effective cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (including by renewing or refiling upon expirationwhich shall be no earlier than 75 days after the Closing Time), a shelf registration statement permitting Shelf Registration Statement providing for the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act sale by the Stockholders Holders of all of the Registrable Securities, which registration statement and shall use its best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be filed on (a) Form S-3, if 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 Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information 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 then eligible being effected agrees to file a registration statement on Form S-3 furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the General Instructions to Form S-3last paragraph of Section 3 hereof) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible or for such filing, or (b) any other appropriate form under shorter period which will terminate when all of the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Trust shall -------------------- not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a “Takedown Request”)Shelf Registration Statement is declared effective, file provide to each Holder a prospectus supplement (reasonable number of copies of the Prospectus which is a “Takedown Prospectus Supplement”) part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and use its best efforts to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities pursuant Securities. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the Requesting Stockholder’s intended method of distribution thereof, and to registration form used by the extent Company for such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under Shelf Registration Statement or by the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amountor by any other rules and regulations thereunder for shelf registrations, and the intended method Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies amendment promptly after its being used or filed with the requirements of the Securities ActSEC.

Shelf Registration. As soon as reasonably practicable following (a) On or prior to the Closing, and in any event within 30 days thereofFiling Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the SEC a shelf registration statement permitting "shelf" Registration Statement covering the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the all Registrable Securities, which registration statement . Such Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, eligible to register for resale the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”)on Form S-3, file a prospectus supplement (a “Takedown Prospectus Supplement”in which case such registration shall be on another appropriate form in accordance herewith) relating to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales offer and sale of the Registrable Securities pursuant by the Holders thereof from time to time in accordance with the Requesting Stockholder’s intended method methods of distribution set forth in the Registration Statement (such "Plan of Distribution" attached hereto as Annex A (as it may be modified in response to SEC comments)) and Rule 415 under the Securities Act, together with any registration statement to replace such registration statement upon expiration thereof, and to if any, (hereinafter the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject "Shelf Registration"). Subject to the terms of this Article VAgreement, the Company shall use its commercially reasonable efforts to cause such prospectus supplement the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereofthereof but in any event no later than the Effectiveness Deadline. Each Takedown Request The Company shall specify use commercially reasonable efforts to address any comments from the SEC regarding such Registration Statement and to advocate with the SEC for the registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities on the Registration Statement due to be registered, their aggregate amount, and limitations on the intended method or methods use of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements Rule 415 of the Securities ActAct for the resale of the Registrable Securities by the Holders (a "Rule 415 Limitation") or otherwise, the Registration Statement shall register the resale of a number of Shares which is equal to the maximum number of shares as is permitted by the SEC, and, subject to the provisions of this Section 2.1, the Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Article II. In such event, the number of Shares to be registered for each Holder in the Registration Statement shall be reduced pro rata among all Holders. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the SEC.

Shelf Registration. As soon as reasonably practicable following The Company agrees to file with the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), Commission a ------------------ shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, or similar rule that may be adopted by the Stockholders Commission (the "Shelf Registration"), at a time and in a manner reasonably designed to cause the Shelf Registration to be declared effective by the Commission for the issuance and resale of shares within either two (2) weeks prior to, or two (2) weeks after, the first anniversary of the Registrable Securitiesdate of this Agreement, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales the initial issuance by the Company and resale of at least the number of REIT Shares issuable to the Limited Partners upon redemption of the Registrable Securities pursuant to Partnership Units (the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, "Exchange Shares"). The Company will use its commercially reasonable best efforts to cause such prospectus supplement the Shelf Registration to be declared effective under the Securities Act promptly as soon as reasonably possible after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereoffiling. The Requesting Stockholder Company will use its reasonable efforts to keep the Shelf Registration continuously effective until the earlier of (a) the date when all of the Exchange Shares covered thereby are issued or sold thereunder, (b) the date on which all Limited Partners then holding Partnership Units agree to the withdrawal of the Registration Statement or (c) the first date on which all of the Exchange Shares covered thereby could, in the opinion of counsel for the Company, be sold in any three month period pursuant to Rule 144 under the Securities Act or any successor rule thereto (the "Shelf Registration Period"); provided that if at such time applicable law or the Commission's interpretation thereof, does not permit the registration of such issuance pursuant to Rule 415, then "Shelf Registration" shall relate to the resale rather than the issuance of Exchange Shares. The Company further agrees to provide supplement or make amendments to the Shelf Registration, if required by the rules, regulations, or instructions applicable to the registration form utilized by the Company with such information in connection with a Takedown Request or by the Securities Act or rules and regulations thereunder for the Shelf Registration. In addition, the Company agrees to file any additional Shelf Registration as may be reasonably requested by necessary from time to time to register additional Exchange Shares issuable as a result of any change in the Conversion Ratio. No provision of this Agreement shall require the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actfile a registration statement on any form other than Form S-3 or a successor form thereto.

Shelf Registration. As soon as reasonably practicable following The Company shall file within 45 days of the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf” and keep effective (including by renewing or refiling upon expirationtogether with the Form S-1 Shelf, each a “Shelf”), a shelf registration statement permitting in each case, covering the resale from time of all the Registrable Securities (determined as of two business days prior to time such filing) on a delayed or continuous basis pursuant to Rule 415 of basis. Such Shelf shall provide for the Securities Act by the Stockholders resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, which registration statement such Holder shall be filed on not have rights to make a Demand Registration with respect to subsection 2.1.1 other than with respect to an Underwritten Offering from such Shelf. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf (aincluding pursuant to a Demand Registration or pursuant to Section 2.3 hereof) Form S-3(or, if in the event that the Company is then eligible to file a registration statement on Form S-3 WKSI and a Shelf would be automatically effective upon filing), the Demanding Holders may request an Underwritten Offering of such Holders’ Registrable Securities from such Shelf (pursuant or, in the event that the Company is a WKSI, the concurrent filing of a Shelf and Underwritten Offering from such Shelf) (each an “Underwritten Shelf Takedown”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the General Instructions to Form S-3) Company (the “S-3 EligibleDemand Shelf Takedown Notice”), which Form S-3 notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Upon receipt of the Demand Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities included on such Shelf (the “Company Shelf Takedown Notice”) no later than two (2) business days after receipt of such Demand Shelf Takedown Notice and shall include in such Underwritten Shelf Takedown (i) all Registrable Securities requested by the Demanding Holders and (ii) all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which requests shall be filed revocable only with the consent of the Demanding Holders) within two (2) business days (one (1) business day in the event the Demanding Holders requested a non-marketed block trade) after sending the Company Shelf Takedown Notice (or such earlier time at which all Holders that have Registrable Securities included on such Shelf Registration Statement have provided responses to the Company Shelf Takedown Notice), and effect such Underwritten Shelf Takedown as soon as practicable; provided, however, that no Requesting Holder shall be entitled to have any Registrable Securities included in such Underwritten Shelf Takedown to the extent that such Registrable Securities must be exchanged for shares of Common Stock pursuant to the Exchange Agreement. Subject to the provisions of subsection 2.1.4, Holders shall be entitled to an automatically unlimited number of Underwritten Shelf Takedowns. The Company shall not be obligated to effect, or to take any action to effect, any Underwritten Shelf Takedown pursuant to this subsection 2.1.6 (i) during the period that is thirty (30) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective registration statement if date of, a Company initiated Registration and provided that the Company is eligible for such filingactively employing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholderin good faith, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement registration statement to be declared effective under become effective; (ii) if the Securities Act promptly after Company has effected an Underwritten Shelf Takedown less than 90 days prior to the filing thereof. Each date of such requested Underwritten Shelf Takedown Request shall specify or the Company has effected three such Underwritten Shelf Takedowns in the preceding twelve (12) months; or (iii) if the anticipated aggregate offering price of the Registrable Securities to be registered, their aggregate amount, and included in the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Underwritten Shelf Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actis less than $5,000,000.

Shelf Registration. As soon (a) To the extent the Company is a well-known seasoned issuer (as reasonably practicable defined in Rule 405 under the Act) (a “WKSI”), then (i) within three (3) business days following the Closing, and Closing (as defined in any event within 30 days thereofthe Securities Purchase Agreement), the Company shall filefile an automatic shelf registration statement (as defined in Rule 405 under the Act) (an “automatic shelf registration statement”) which registers the Registrable Securities purchased by the Investor at the Closing and (ii) at the time any registration request is submitted to the Company that is not covered by the automatic registration statement filed by the Company pursuant to clause (i) above, and such registration request requests that the Company file an automatic shelf registration statement on Form S-3, the Company shall thereafter file an automatic shelf registration statement which covers those Registrable Securities which are requested to be registered. To the extent the Company is no longer a WKSI, then upon the request from a Requesting Holder to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Requesting Holder, the Company shall comply with the notification and registration requirements set forth in Section 1.2(a)(i) and (ii) with respect to such request by the Requesting Holder. Subject to Section 1.11, if the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year the Company shall, upon written request by the Holders, refile a new automatic shelf registration statement covering the Registrable Securities, if there are any remaining Registrable Securities covered thereunder. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a refile the shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Contemporaneously with the General Instructions to Form S-3) (“S-3 Eligible”)issuance of the Common Stock issuable upon the conversion of the Series B Preferred Stock, which Form S-3 shall be filed as an automatically if such Common Stock is not included in a currently effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafterstatement, the Company shall, shall file and as promptly as reasonably practicable following the written request of thereafter have declared effective a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under on Form S-3 covering the Securities Act with respect to resales of the Registrable Securities newly issued Common Stock as if a written request therefor had been made pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities ActSection 1.12(a).

Shelf Registration. As (a) The Companies shall prepare and file with the Securities and Exchange Commission (the "COMMISSION") as soon as reasonably practicable following but in no event later than 90 days (such 90th day being a "FILING DEADLINE") after the Closing, and in any event within 30 days thereof, latest date on which the Company shall file, and shall thereafter use its commercially reasonable efforts Initial Purchasers purchase the Securities pursuant to make and keep effective the Purchase Agreement (including by renewing or refiling upon expirationthe "CLOSING DATE"), a shelf registration statement permitting (the resale from time "INITIAL SHELF REGISTRATION STATEMENT," and together with any Subsequent Shelf Registration Statement (as defined below), including, in each case, the prospectus, amendments and supplements to time such registration statements, including post-effective amendments, all exhibits, and all materials incorporated by reference or deemed to be incorporated by reference in such registration statements, are herein collectively referred to as the "SHELF REGISTRATION STATEMENT") for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended (the "SECURITIES ACT") (the "SHELF REGISTRATION"), registering the resale from time to time by the Stockholders Holders thereof of all of the Registrable Securities, which registration statement Securities (as defined below). The Initial Shelf Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type permitting registration of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of such Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) for resale by such Holders from time to such shelf registration statement filed under Rule 424 promulgated under time in accordance with the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method methods of distribution thereof, elected by the Holders and to set forth in the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Initial Shelf Registration Statement. The Companies shall use its commercially reasonable their best efforts to cause such prospectus supplement the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event within one hundred and eighty (180) days after the filing thereof. Each Takedown Request shall specify Closing Date (the "EFFECTIVENESS DEADLINE DATE"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act to permit the prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the Closing Date or such shorter period that will terminate when (i) all the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested covered by the Company Shelf Registration Statement have been sold pursuant thereto or (ii) the expiration of the holding period that would be applicable to ensure that the Takedown Prospectus Supplement complies with Registrable Securities pursuant to Rule 144(k) under the requirements of Securities Act were it not held by an "affiliate" (as defined in Rule 144 under the Securities Act, or any successor rule thereof) of any of the Companies (such period, the "EFFECTIVENESS PERIOD"). The Companies shall be deemed not to have used their best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law. None of the Company's securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. As soon as reasonably practicable following A request by an Initiating Holder pursuant to Section 2.1 may specify that the Closingintended method of disposition is a "shelf offering" ("Shelf Offering Request"). In addition to the other obligations of the Company set forth herein, and in any event within 30 days thereofconnection with a Shelf Offering Request, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), will file a shelf "shelf" registration statement permitting the resale from time to time on a delayed or continuous basis an appropriate form pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission with respect to all Registrable Securities the Company is required to effect the registration of under this Article II (a "Shelf Registration"). The Company shall keep the Shelf Registration continuously effective for a period of at least 365 days following the date on which the Shelf Registration is declared effective (or such shorter period that terminates on the earlier of (i) a date specified by the holders of a majority (by number of shares) of the Registrable Securities covered by such statement or (ii) the date on which all Registrable Securities covered by such Shelf Registration have been sold or withdrawn, but in no case prior to the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable); provided, however, that such period shall be extended by the Stockholders period of time that the holders of Registrable Securities, which registration statement Securities are unable to sell Registrable Securities because of a "lock-up' imposed by an underwriter in connection with any underwritten offering by the Company. The Company shall be filed on (a) Form S-3supplement or make amendments to the Shelf Registration, if required by the Company is then eligible to file a registration statement on Form S-3 (pursuant to form used by the General Instructions to Form S-3) (“S-3 Eligible”)Company, which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filinginstructions thereto, or (b) any other appropriate form under the Securities Act for or the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales rules and regulations of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereofCommission, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be if reasonably requested by the Stockholder Representative. The Company will furnish the Stockholder Representative a copy of all such supplements or amendments at least one business day prior to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actfiling such supplement or amendment.

Shelf Registration. As soon as reasonably practicable The Company agrees that, within thirty (30) calendar days following the Closing, and in any event within 30 days thereofSecond Closing Date, the Company shall file, and shall thereafter use its commercially reasonable efforts will submit to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a registration statement for a shelf registration statement permitting the resale from time to time on a delayed Form S-1 or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on Form S-3 (a) Form S-3, if the Company is then eligible to file use a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3shelf registration) (the “S-3 EligibleResale Shelf Registration Statement”), which Form S-3 shall be filed as an automatically effective registration statement if in each case, covering the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to Shares and the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Company shall use its commercially reasonable efforts to cause such prospectus supplement to be have the Resale Shelf Registration Statement declared effective under the Securities Act promptly as soon as practicable after the filing thereof. Each Takedown Request shall specify , but no later than the earlier of (i) the 90th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Resale Shelf Registration Statement and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that the Company obligations to include the Registrable Securities Shares in the Resale Shelf Registration Statement are contingent upon the applicable Holder furnishing in writing to be registeredthe Company such information regarding the Holder, their aggregate amount, the Registrable Shares held by such Holder and the intended method or methods of distribution thereof. The Requesting Stockholder agrees disposition of the Registrable Shares (which shall be limited to provide the Company with such information in connection with a Takedown Request non-underwritten public offerings) as may shall be reasonably necessary and requested by the Company to ensure effect the registration of the Registrable Shares, and such Holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Takedown Prospectus Supplement complies Company shall be entitled to postpone and suspend the effectiveness or use of the Resale Shelf Registration Statement, if applicable, during any customary blackout or similar period or as permitted hereunder; provided that such Holder shall not in connection with the requirements of foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the Securities Act.ability to transfer the Registrable Shares (other than the Lock-Up Agreements). AGREED FORM

Shelf Registration. As (i) If the Company elects to file a Shelf Registration Statement or is otherwise required to file a Shelf Registration Statement pursuant to this Section 2, it shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable following practicable. Any Shelf Registration Statement shall provide for the Closingresale from time of time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. Anything contained in any event within 30 days thereofthis Agreement to the contrary notwithstanding, the Company shall filenot be obligated to file any Shelf Registration Statement, nor be obligated to use best efforts to cause any Shelf Registration Statement to be declared effective, nor have any other obligation under this Agreement with respect thereto, unless the Company receives an opinion of its legal counsel in such form, and shall thereafter dated as of such date, as the Company may request, to the effect that the filing of the Shelf Registration Statement and the use its commercially reasonable efforts of the Shelf Registration Statement to make and keep effective (including register the Shares by renewing or refiling upon expiration)the Company as contemplated by this Agreement, a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of in each case, are in compliance with the Securities Act by and any other applicable federal securities laws, rules or regulations. In the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if event the Company becomes obligated to take any action with respect to any Shelf Registration Statement, the Company shall promptly request the legal opinion described in the previous sentence. In the event such legal opinion is then eligible to file a registration statement on Form S-3 (pursuant not provided to the General Instructions to Form S-3Company within ten (10) (“S-3 Eligible”), business days after the date on which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for requested such filingopinion, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request in lieu of a Stockholder (each, a “Requesting Stockholder”) for a resale all of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed its obligations under Rule 424 promulgated under the Securities Act this Agreement with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereofsuch Shelf Registration Statement, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request perform as may be reasonably requested required by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actparagraph (ii) hereof.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the The Company shall file, and shall thereafter use its commercially reasonable efforts file with the SEC a "shelf" Registration Statement for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales covering all of the Registrable Securities pursuant (the "Initial Shelf Registration") on or prior to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Filing Date. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC not later than the 90th day after the date of the initial filing. The Initial Shelf Registration shall be on Form S-1, Form S-3 or another appropriate form permitting registration of xxxx Xxxxxxxable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more Underwritten Offerings; provided that the lead or managing underwriter in any Underwritten Offerings shall be reasonably acceptable to the Company). The Company may permit securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. In the event that (i) in any offering pursuant to a Shelf Registration that is an Underwritten Offering, both (1) Registrable Securities owned by a Holder and (2) Notes or the common stock underlying the Notes request to have any such prospectus supplement securities sold in such an offering, and (ii) the lead or managing underwriter for such Underwritten Offering notifies the Company that (x) the number of shares of Common Stock exceeds the amount which may be sold without materially adversely affecting such offering, (y) the number of shares of Common Stock requested to be included would exceed any limitation on the number of shares to be included as determined by the lead or managing underwriter in any Underwritten Offerings or (z) the lead or managing underwriter advises that the number of shares or types of securities proposed to be included in the offering would be likely to have an adverse effect on such offering, then the holders of the Notes and the Holders of the Registrable Securities shall be entitled to participate in such offering as follows: (aa) first, up to the maximum amount of Notes, and common shares underlying the Notes as applicable, proposed to be included in such Underwritten Offering shall be included, (bb) second, up to the maximum amount of shares owned by Holders of Registrable Securities shall be included (reduced, if at all, pro rata based on the number of Registable Securities beneficially owned by such Holders) and (cc) third, up to the full amount of any other securities to be offered in such Underwritten Offering. The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act promptly on or prior to the Effectiveness Date and to keep such Initial Shelf Registration continuously effective under the Securities Act until the date that is three (3) years after the filing thereof. Each Takedown Request Effectiveness Date, provided such period shall specify automatically be extended to the Registrable Securities extent required to be registered, their aggregate amount, permit brokers and the intended method or methods of distribution thereof. The Requesting Stockholder agrees dealers to provide the Company comply with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of Rule 174 under the Securities Act, as provided in Section 4 hereof or as otherwise provided herein (such period, as it may be extended or shortened pursuant to this Agreement, the "Effectiveness Period"), or such shorter period ending when no Registrable Securities continue to be outstanding.

Shelf Registration. As soon as reasonably practicable following On or prior to the Closing, and in any event within 30 days thereof, Filing Date the Company shall file, prepare and shall thereafter use its commercially reasonable efforts file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. The Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 S-2 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant on Form S-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Requesting Stockholder’s intended method of distribution thereof, Registration Statement other than the securities listed on Schedule II hereto and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, (ii) use its commercially reasonable best efforts to cause such prospectus supplement the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). Each Takedown Request If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall specify have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty-five (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be registeredissued upon conversion of the Preferred Stock then outstanding, their aggregate amountor upon the exercise of the Warrants then outstanding, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees Purchasers shall be entitled to provide demand that the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actprepare and file an additional Registration Statement.

Shelf Registration. As soon Subject to Section 1(c) below, at any time after the date which is ninety days prior to the expiration of the Lock-up Period (as reasonably practicable following defined in Section 6 hereof), upon written request of the Closing, and in any event within 30 days thereofInvestor (the "Demand Date"), the Company shall file, file with the Securities and shall thereafter use its commercially reasonable efforts to make and keep effective Exchange Commission (including by renewing or refiling upon expiration), the "SEC") a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which ("Registration Statement") and related prospectus ("Prospectus") that comply in all material respects with applicable SEC rules providing for registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for of the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale total number of Registrable Securities Shares that the Investor would own if it were to redeem all OP Units issuable to it (a “Takedown Request”"Shelf Registration"), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, . The Company shall use its commercially reasonable best efforts to cause such prospectus supplement the Registration Statement to be declared effective under the Securities Act promptly not later than ninety (90) days after the Demand Date (including filing thereofwith the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review. Each Takedown Request The Company will use its best efforts to keep the Registration Statement continuously effective until the earlier of (i) the date when all Registrable Shares covered by the Registration Statement have been sold, or (ii) if the Investor has exchanged its OP Units for Shares or cash, the later of (A) the date on which the Investor has received registered Shares or cash in exchange for OP Units, and (B) the date on which the Investor consummates the sale of all unregistered Shares it received in exchange for OP Units or is eligible to sell its unregistered Shares pursuant to Rule 144(k). Such Registration Statement also shall specify cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities ActShares.

Shelf Registration. As soon The Company shall prior to December 15, 2001, both file a registration statement under the 1933 Act for and all such qualifications and registrations as reasonably practicable following may be so required and as would permit the Closingsale and distribution of all of the Holders' Registrable Securities and thereafter shall use its best efforts to secure the effectiveness of such registration statement; pay all expenses incurred in connection with any registration qualification and compliance requested hereunder, (excluding underwriters' or brokers' discounts and commissions), including without limitation all filing, registration and qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company; and use its best efforts to cause the registration statement to remain effective until the earlier of (A) the date ending three (3) years after the effective date of the registration statement filed pursuant to this Section 4(b), or (B) the date on which each Holder of Registrable Securities is able to sell all of such Holder's Registrable Securities in any event within 30 days thereofsingle three (3) month period without registration under the 1933 Act pursuant to Rule 144, provided that if the Company elects to terminate the effectiveness of the registration statement under (B), the Company shall fileprior to such termination provide each Holder an opinion of counsel, based on factual representations of the Holders, that such Holder is able to sell all of the Registrable Securities held by such Holder and shall thereafter use its commercially reasonable efforts to make and keep effective affiliates in any single three (including by renewing or refiling upon expiration), a shelf 3) month period without registration statement permitting under the resale from time to time on a delayed or continuous basis 1933 Act pursuant to Rule 415 144. Obligations of the Company. Whenever required to effect the registration of Registrable Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafterthis Agreement, the Company shallwill, as promptly expeditiously as reasonably practicable following possible: prepare and file with the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) SEC such amendments and supplements to such shelf registration statement filed under Rule 424 promulgated under and the Securities prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to resales the disposition of all securities covered by such registration statement; furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration; use its best efforts to register and qualify the securities covered by such registration statement under such other securities or "blue sky" laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering; cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and notwithstanding anything else in this Section 4, if, at any time during which a prospectus is required to be delivered in connection with the sale of any Registrable Securities, the Company determines in good faith and in its reasonable judgment that such sale would require public disclosure by the Company of material non-public information that the Company deems it advisable not to disclose, or that a development has occurred or a condition exists as a result of which the registration statement or the prospectus filed as a part thereof contains a material misstatement or omission, the Company will immediately notify each Holder thereof by telephone and in writing. Upon receipt of such notification, Holder and its affiliates will immediately suspend all offers and sales of any Registrable Securities pursuant to the Requesting Stockholder’s intended method registration statement. In such event, the Company will amend or supplement the registration statement as promptly as practicable and will take such other steps as may be required to permit sales of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities thereunder by Holder and its affiliates in accordance with applicable federal and state securities laws. The Company will promptly notify Holder after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the registration statement and the prospectus (as so amended or supplemented). Notwithstanding the foregoing, (A) under no circumstances shall the Company be entitled to exercise its right to suspend sales of any Registrable Securities pursuant to the registration statement more than one (1) time in any twelve-month period, (B) the period during which such sales may be registeredsuspended (each a "Blackout Period") shall not exceed thirty (30) calendar days and (C) no Blackout Period may commence less than sixty (60) calendar days after the end of the preceding Blackout Period. Upon the commencement of a Blackout Period pursuant to this Section 4, their Holder will immediately notify the Company of any contracts to sell any Registrable Securities (each a "Sales Contract") that Holder or any of its affiliates has entered into prior to notification of the commencement of such Blackout Period and that would require delivery of such Registrable Securities during such Blackout Period, which notice will contain the aggregate amountsale price and volume of Registrable Securities pursuant to such Sales Contract. Upon receipt of such notice, the Company will immediately notify Holder of its election either (i) to terminate the Blackout Period and, as promptly as practicable, amend or supplement the registration statement or the prospectus filed as a part thereof in order to correct the material misstatement or omission and deliver to Holder copies of such amended or supplemented registration statement and prospectus or (ii) to continue the Blackout Period in accordance with this paragraph. If the Company elects to continue the Blackout Period, and Holder or any of its affiliates is therefore unable to consummate the sale of Registrable Securities pursuant to the Sales Contract (such unsold Registrable Securities being hereinafter referred to herein as the "Unsold Securities"), the Company will promptly indemnify each Holder against any loss, claim or damage that each Holder may incur arising out of or in connection with Holder's breach or alleged breach of any such Sales Contract, and the intended method Company shall reimburse each Holder for any reasonable costs or methods expenses (including reasonable legal fees) incurred by such party in investigating or defending any such proceeding (collectively, the "Indemnification Amount"); provided, however, that each Holder shall take all actions reasonably necessary or appropriate to mitigate such Indemnification Amount; and provided further, however, that as long as current prospectus is delivered to such Holder within one day of distribution thereof. The Requesting Stockholder agrees the end of the Blackout Period, the Indemnification Amount shall be reduced by an amount equal to provide the Company with such information in connection with a Takedown Request as may be reasonably requested number of Unsold Securities multiplied by the Company to ensure that difference between (x) the Takedown Prospectus Supplement complies with actual per share price received by Holder or any of its affiliates upon the requirements sale of the Unsold Securities Act(if such sale occurs within three (3) trading days of the end of the Blackout Period) or the closing sale price of the Common Stock on the NASDAQ or other national securities exchange on which the Common Stock is then listed on the third trading day after the end of the Blackout Period (if the Unsold Securities are not sold by Investor or any of its affiliates within three (3) trading days of the end of the Blackout Period), and (y) the per share sale price for the Unsold Securities provided in the Sales Contract.

Shelf Registration. As soon as reasonably practicable following On or prior to the Closing, and in any event within 30 days thereof, Filing Date the Company shall file, prepare and shall thereafter use its commercially reasonable efforts file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. The Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 S-1 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Requesting Stockholder’s intended method of distribution thereof, Registration Statement and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, (ii) use its commercially reasonable best efforts to cause such prospectus supplement the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). Each Takedown Request If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall specify have ten (10) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty-five (35) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be registeredissued upon the exercise of the Warrants then outstanding, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees Purchasers shall be entitled to provide demand that the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actprepare and file an additional Registration Statement.

Shelf Registration. As soon as reasonably practicable following (a) On or prior to the Closing, and in any event within 30 days thereofFiling Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file with the Commission a shelf registration statement permitting "Shelf" Registration Statement covering the resale from time of all Registrable Securities for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. The Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-1, SB-2 or S-3 (pursuant to or such oxxxx xxxropriate form as the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act Holders may consent for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale registration of Registrable Securities contemplated by this Agreement) and shall contain (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”except if otherwise directed by the Holders) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales "Plan of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereofDistribution" attached hereto as ANNEX A, and cause the Registration Statement to the extent such Takedown Prospectus Supplement is not automatically become effective upon filing, shall, subject to the terms of this Article V, and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause such prospectus supplement the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown Request , but in any event prior to the Effectiveness Date, and shall specify use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "EFFECTIVENESS PERIOD"), PROVIDED, that the Company shall not be deemed to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to be registered, their aggregate amount, the Registration Statement and the intended method or methods of distribution thereofCommission has not declared it effective. The Requesting Stockholder agrees to provide Not later than ten days after the Company with such information in connection with a Takedown Request as may be reasonably requested first meets the registration eligibility and transaction requirements for the use of Form S-3 (or any successor form) for registration of the offer and sale by the Purchasers of Registrable Securities, the Company shall file a Registration Statement on Form S-3 (or any successor form) with respect to ensure that the Takedown Prospectus Supplement complies with Registrable Securities covered by the requirements of Registration Statement previously filed pursuant to this Section 2(a) or convert such previously filed Registration Statement pursuant to Rule 429 under the Securities Act1933 Act and use its best efforts to have such Registration Statement (or such amendment) declared effective as soon as practicable thereafter.

Shelf Registration. As soon as reasonably practicable following On or prior to the Closing, and in any event within 30 days thereofapplicable Filing Date, the Company shall file, prepare and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting file with the Commission an Initial Registration Statement covering the resale from time of all Initial Registrable Securities (determined without regard to time clause (II) thereof) on an effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 415. Any Holder that becomes an Affiliate of the Company may at any time and from time to time request in writing (the date of such request, the “Demand Date”) that the Company prepare and file on or prior to the applicable Filing Date with the Commission a Demand Registration Statement covering the resale of all Demand Registrable Securities Act (determined without regard to clause (II) thereof) on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission one or more Additional Registration Statement(s) covering the resale of all Registrable Securities not included in all Registration Statements previously declared effective as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the Stockholders staff of the Registrable SecuritiesCommission pursuant to Rule 415, which registration statement on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereaftereligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or on another appropriate form in accordance herewith and the Company shall, as promptly as reasonably practicable following shall undertake to register the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”)on Form S-3 as soon as such form is available, file a prospectus supplement (a “Takedown Prospectus Supplement”) provided that the Company shall use reasonable best efforts to such shelf registration statement filed under Rule 424 promulgated under maintain the Securities Act with respect to resales effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). Each Registration Statement shall contain (unless otherwise directed by the Required Holders (as defined in the Purchase Agreement)) substantially the “Plan of Distribution” attached hereto as Annex A, with which each Holder agrees to comply when selling Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject a Registration Statement. Subject to the terms of this Article VAgreement, the Company shall use its commercially reasonable best efforts to cause such prospectus supplement a Registration Statement filed hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown Request , but in any event prior to the applicable Effectiveness Date, and shall specify use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to be registeredRule 144, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as (ii) (A) may be reasonably requested by sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) may be sold without the requirement for the Company to ensure be in compliance with the current public information requirement under Rule 144(c)(1) (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Takedown Prospectus Supplement complies Company confirms effectiveness with the requirements Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Securities ActTrading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424.

Shelf Registration. As soon as reasonably practicable following Within 180 days from the Closing, and in any event within 30 days thereofClosing Date, the Company shall file, and shall thereafter use its commercially reasonable efforts cause to make and keep effective (including by renewing or refiling upon expiration), be filed a shelf registration statement permitting (a "Shelf Registration") on Form S-3 or any other appropriate form under the resale from time Securities Act for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the Securities and Exchange Commission (the "Commission") and permitting (i) sales of Warrants, both in ordinary course brokerage or dealer transactions or in any other transfer for consideration not involving an underwritten public offering, and (ii) the sale of shares of Common Stock to the Warrant Holders upon the exercise of this Warrant (together, the "Registrable Securities") (and in both cases shall register or qualify the shares to be sold in such offering under such other securities or "blue sky" laws, if any, as would be required pursuant to paragraph (d)(ii) hereof). In addition, shares of Common Stock ("HPA Party Common Stock") that are acquired upon the exercise of Warrants by HPA, Xxxxxxx X. Xxxxxx or Xxxxx X. Xxxxx, or any direct or indirect transferee of Warrants from any of them in transactions not involving a public offering (an "HPA Person"), shall constitute Registrable Securities and, subject to paragraph (c) below, shall be registered as part of the Securities Act by Shelf Registration promptly upon such party's request. Prior to the Stockholders filing of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, Shelf Registration or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereaftersupplement or amendment thereto, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales will furnish copies of the Registrable Securities pursuant Shelf Registration or such amendment to the Requesting Stockholder’s intended method of distribution thereofone counsel designated by HPA, and to will not file the extent Shelf Registration or such Takedown Prospectus Supplement is amendment without the prior consent of such counsel, which consent shall not automatically effective upon filing, shall, subject to the terms of this Article V, be unreasonably withheld. The Company shall use its commercially reasonable efforts to (1) cause such prospectus supplement the Shelf Registration to be declared effective under by the Commission as soon as practicable after its filing with the Commission and (2) keep the Shelf Registration continuously effective, subject to paragraph (c) below. The Company shall, if necessary, supplement or make amendments to the Shelf Registration, if required by the registration form used by the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act promptly after or the filing thereof. Each Takedown Request shall specify the Registrable Securities to rules or regulations thereunder or as may reasonably be registered, their aggregate amount, and the intended method or methods of distribution thereofrequested by HPA. The Requesting Stockholder agrees to provide the Company with such information shall pay all Registration Expenses incurred in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities ActShelf Registration.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if S-3 Registration. At any time that the Company is then eligible to use Form S‑3, a Principal Holder may request (by written notice to the Company stating the number of Registrable Securities proposed to be sold and the intended method of disposition) that the Company file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (an “S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting StockholderRegistration”) for a resale Public Offering of all or any portion of such Holder’s Registrable Securities, or that the Company take all steps necessary to include such Registrable Securities (in a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement Form S-3 that the Company has previously filed under Rule 424 promulgated 415 under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Act. The Company shall use its commercially reasonable best efforts to cause such prospectus supplement to be declared keep any S-3 Registration continuously effective under the Securities Act promptly after until the filing thereof. Each Takedown Request shall specify the date as of which all Registrable Securities have been sold pursuant to such S-3 Registration or another Registration Statement filed under the Securities Act (such period of effectiveness, the “Shelf Period”). The Company shall not be deemed to have used its reasonable best efforts to keep any S-3 Registration effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders not being able to offer and sell any Registrable Securities pursuant to such S-3 Registration during the Shelf Period, unless such action or omission is (x) permitted pursuant to Section 2(c) or (y) required by applicable law, rule or regulation. Whenever the Company is required pursuant to this Section 4 to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering and the postponement, withdrawal and suspension provisions) shall apply to such registration. If at the time of such request the Company is a WKSI, such S-3 Registration shall, upon the approval of the Board, cover an unspecified number of Common Stock to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested sold by the Company and the Holders. The Company will use its reasonable best efforts to ensure that qualify for Form S-3 registration or a similar short-form registration. Notwithstanding the Takedown Prospectus Supplement complies with foregoing, the requirements Company shall have no obligation to effect any underwritten offering pursuant to this Section 4 involving Substantial Marketing Efforts if, based on the current market prices, the number of Registrable Securities requested to be included in such offering by the Securities ActHolders would not yield gross proceeds to the selling Holders of at least $25 million.

Shelf Registration. As soon The Company shall as promptly as reasonably practicable following file with the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts SEC a Registration Statement for an offering to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales covering all of the Registrable Securities (the "Initial Shelf Registration"). The Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). By its execution hereof on behalf of itself and the other Initial Purchasers, Credit Suisse First Boston Corporation also hereby waives on its own behalf its right under the Registration Rights Agreement, dated February 4, 1999, between the Company and it, to include any securities in a Registration Statement filed pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Agreement. The Company shall use its commercially reasonable best efforts to cause such prospectus supplement the Initial Shelf Registration to be declared effective under the Securities Act promptly after on or prior to the filing thereof. Each Takedown Request shall specify Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is 24 months from the Issue Date (as it may be shortened pursuant to clause (i) or clause (ii) immediately following, the "Effectiveness Period"), or such shorter period ending when (A) all the shares of Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration, (B) the date on which all the Registrable Securities (x) held by persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be registeredoutstanding, their aggregate amount, and or (C) a Subsequent Shelf Registration covering all of the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of Registrable Securities has been declared effective under the Securities Act.

Shelf Registration. As soon as reasonably practicable following If (i) the ClosingCompany is not required to file an Exchange Offer Registration Statement with respect to the Exchange Notes because the Exchange Offer is not permitted by applicable law or applicable interpretations of the staff of the Commission (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) if for any other reason the Exchange Offer Registration Statement is not effective by the 180th day after the Issue Date (or if such 180th day is not a Business Day, and in any event within 30 days thereof, the next succeeding Business Day) then the Company shall file(x) cause to be filed as promptly as practicable, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing but not later than 120 days after being so required or refiling upon expiration), requested a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement"), relating to all Transfer Restricted Securities the Holders of which shall have provided the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (information required pursuant to the General Instructions to Form S-3Section 4(b) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereofhereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, shall (y) use its commercially reasonable best efforts to cause such prospectus supplement Shelf Registration Statement to be declared become effective under the Securities Act promptly not later than 180 days after being so required or requested. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law or applicable interpretations of the staff of the Commission, then the filing thereofof the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Each Takedown Request Such an event shall specify have no effect on the Registrable Securities to be registered, their aggregate amount, and the intended method or methods requirements of distribution thereofclause (y) above. The Requesting Stockholder agrees Company shall use its best efforts to provide keep the Company with such information Shelf Registration Statement discussed in connection with a Takedown Request this Section 4(a) continuously effective, supplemented and amended as may be reasonably requested required by and subject to the Company provisions of Section 6(b) and Section 6(c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Takedown Prospectus Supplement complies Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act.

Shelf Registration. (i) As soon as reasonably practicable following after the Closingdate hereof, and in any event within 30 days thereof, the Company Acquiror shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), file a shelf "shelf" registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act by (the Stockholders "Shelf Registration") with respect to all of the Registrable Securities. Acquiror shall, subject to Section 3(f) hereof, use its reasonable efforts to cause the Shelf Registration to become effective no later than at or immediately following the Effective Time and shall use its reasonable efforts to keep the Shelf Registration continuously effective from the date such Shelf Registration is effective until the earlier of (A) the date on which registration statement shall all Registrable Securities may be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (sold pursuant to the General Instructions to Form S-3Rule 144(k) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (bB) any other appropriate form under the Securities Act second anniversary of the date of the Effective Time, in order to permit the prospectus forming a part thereof to be usable by the Holders during such period. The Shelf Registration shall provide for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales and sale of the Registrable Securities pursuant to or through brokers or dealers, acting as principal or agent, in transactions (which may involve block transactions) on the Requesting Stockholder’s intended method New York Stock Exchange, in ordinary brokerage transactions, in negotiated transactions or otherwise, at market prices prevailing at the time of distribution thereofsale, and at prices related to such prevailing market prices, at negotiated prices or otherwise (including without limitation sales in transactions that comply with the extent provisions of Rule 144 or Rule 145, as applicable), or directly or indirectly through brokers or agents in private sales at negotiated prices, or through a combination of any such Takedown Prospectus Supplement is methods of sale, including but not automatically effective upon filing, shalllimited to a bulk sale to a brokerage firm. In addition, subject to the terms provisions of this Article VSection 3(h), use its commercially Acquiror shall be required to amend or supplement the Shelf Registration to provide for an underwritten public offering, whether on a firm commitment or best efforts basis or otherwise (an "Underwritten Takedown"), within a reasonable efforts period of time after receipt by Acquiror of written notice from the Holders holding a majority of the then outstanding Registrable Securities requesting an Underwritten Takedown; provided, however, that, subject to cause the provisions of Section 3(f), Acquiror must receive such prospectus supplement to be declared effective under the Securities Act promptly written notice within 180 days after the filing thereofEffective Time (the "Underwritten Takedown Notice Period"). Each Takedown Request Acquiror shall specify not be required to amend or supplement the Shelf Registration to effect more than one (1) Underwritten Takedown, regardless of whether all, some or none of the Registrable Securities are sold pursuant to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities ActUnderwritten Takedown.

Shelf Registration. As soon In the event the Company determines to exercise its repurchase right as reasonably practicable following the Closing, and set forth in any event within 30 days thereofSection 12 above, the Company shall fileshall, no later than the date of the Repurchase Notice, have filed a registration statement (the "Registration Statement") on the appropriate form with the SEC covering the resale by Holder to the public of the shares of Common Stock issuable hereunder as to which Holder has not prior to such date exercised this Warrant (the "Registrable Shares") and shall thereafter use its commercially reasonable efforts have caused such Registration Statement to make and keep become effective (including on or before such date. The Registration Statement shall register the Registrable Shares for resale by renewing or refiling upon expiration), a shelf registration statement permitting Holder to the resale from time to time public on a delayed or continuous basis pursuant to Rule 415 under the Act. From and after the effective date of the Securities Act by the Stockholders of the Registrable SecuritiesRegistration Statement, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible shall use its best efforts to file a registration statement on Form S-3 keep the Registration Statement continuously effective under the Act in order to permit the prospectus included therein to be lawfully delivered by Holder until the later of (pursuant to x) the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filingTermination Date, or (by) one (1) year after the date of the Repurchase Closing specified in the Repurchase Notice (the "Effectiveness Period"); provided, that, except as provided below with respect to any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. ThereafterBlackout Period (defined below), the Company shallshall be deemed not to have used its best efforts to keep the Registration Statement effective during the requisite period if it voluntarily takes any action or omits to take any action, the taking or omission of which would result in Holder not being able to offer and sell the Registrable Shares under the Registration Statement during that period, unless such action or omission is required by applicable law; provided, further, that the Company shall not be required to amend or supplement the Registration Statement, any related prospectus or any document incorporated therein by reference in the event that, and for a period (a "Blackout Period") not to exceed, until the end of the Effectiveness Period, an aggregate of sixty (60) days if (i) an event occurs and is continuing as promptly a result of which the Registration Statement, any related prospectus or any document incorporated therein by reference as reasonably practicable following then amended or supplemented would, in the written request Company's good faith judgment, contain an untrue statement of a Stockholder (eachmaterial fact or omit to state a material fact necessary in order to make the statements therein, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under in the Securities Act with respect to resales light of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereofcircumstances under which they were made not misleading, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide (ii)(A) the Company with determines in good faith that the disclosure of such information in connection with event at such time would have a Takedown Request as may be reasonably requested by material adverse effect on the business, operations or prospects of the Company or (B) the disclosure otherwise relates to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Acta pending material business transaction which has not yet been publicly disclosed.

Shelf Registration. As soon as In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or the Exchange Offer may not be consummated because it would violate applicable law or applicable interpretations of the staff of the SEC or any order of any court of competent jurisdiction or because all approvals of any governmental authorities that the Company reasonably practicable determines are necessary in order to make or consummate the Exchange Offer have not been obtained, (ii) the Exchange Offer is for any other reason not consummated within 30 Business Days following the ClosingEffectiveness Deadline, or (iii) the Exchange Offer has been completed and the Representatives have determined, based upon the opinion of legal counsel, that a Registration Statement must be filed or a Prospectus must be delivered by any of the Initial Purchasers in connection with any event within 30 days thereofoffering or sale of Registrable Notes, the Company shall file, and shall thereafter use its commercially reasonable best efforts to make and keep effective cause to be filed as soon as practicable after such determination date (including by renewing or refiling upon expirationin the case of clause (i) above), the 30th Business Day following the Effectiveness Deadline (in the case of clause (ii) above) or date that notice of such determination by the Representatives is given to the Company (in the case of clause (iii) above), as the case may be, a shelf registration statement permitting Shelf Registration Statement providing for the resale from time sale by the Holders of all of the Registrable Notes and to time on use its best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. In the event that the Company is required to file a delayed Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, the Company shall use its best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Notes held by the Initial Purchasers. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective and to keep the related Prospectus current until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Notes covered by the Shelf Registration Statement or continuous basis such shorter period that will terminate when all of the Registrable Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or shall have been sold to the public pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3144(k) (“S-3 Eligible”)or similar provision then in force, which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (bbut not Rule 144A) any other appropriate form under the Securities Act for or shall have ceased to be outstanding; PROVIDED, HOWEVER, that if there is a possible acquisition or business combination or other transaction, business development or event involving the type Company that would require disclosure in such Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus and either (x) the Company determines, in the exercise of offering contemplated its reasonable judgment, that premature disclosure thereof is not in the best interests of the Company and its stockholders or (y) despite the exercise of reasonable diligence the Company cannot obtain any financial statements relating to an acquisition or business combination required to be included in such Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus, the Company shall give the Holders of the Registrable Notes covered by such Shelf Registration Statement notice (a Stockholder"VOLUNTARY SUSPENSION NOTICE") to suspend use of the Prospectus relating to such Shelf Registration Statement, and such Holders hereby agree to suspend use of such Prospectus until the Company has amended or supplemented such Prospectus or has notified such Holders that use of the then current Prospectus may be resumed as provided in the penultimate paragraph of Section 3. In the case of any Voluntary Suspension Notice, the Company shall not be required to disclose in such notice the possible acquisition or business combination or other transaction, business development or event as a result of which such notice shall have been given if the Company reasonably determines that such acquisition or business combination or other transaction, business development or event should remain confidential and, while such Voluntary Suspension Notice is not then S-3 Eligible. Thereafterin effect, the Company shallshall not be required to amend or supplement such Shelf Registration Statement, as the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus to reflect such possible acquisition or business combination or other transaction, business development or event, but shall continue to use its best efforts to maintain the effectiveness of such Shelf Registration Statement. Upon the abandonment, consummation, termination or public announcement or other public disclosure of the possible acquisition or business combination or other transaction, or if the applicable business development or event shall cease to exist or shall be publicly disclosed, then the Company shall promptly as reasonably practicable following comply with this Section 2(b) and Sections 3(b), 3(e)(v) (if applicable), 3(i) (if applicable) and the written request penultimate paragraph in Section 3 hereof and notify the Holders of the Registrable Notes covered by such Shelf Registration Statement that disposition of such Registrable Notes may resume; provided that, if Section 3(i) shall require an amendment or supplement to such Shelf Registration Statement or the related Prospectus, then such resumption shall not occur until the Company shall have delivered copies of the supplemented or amended Prospectus contemplated by Section 3(i) to the applicable Holders. Anything herein to the contrary notwithstanding, the right of the Company to suspend use of a Stockholder (eachProspectus pursuant to this paragraph shall be subject to the limitation set forth in the last sentence of the penultimate paragraph of Section 3. The Company further agrees to supplement or amend the Shelf Registration Statement and/or the related Prospectus if required by the rules, a “Requesting Stockholder”) regulations or instructions applicable to the registration form used by the Company for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder whose Registrable Notes are registered pursuant to such Shelf Registration Statement with respect to resales of the Registrable Securities pursuant information relating to the Requesting Stockholder’s intended method of distribution thereofsuch Holder, and to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement and/or the extent such Takedown related Prospectus Supplement is not automatically effective upon filing, shallto become usable as soon as thereafter practicable, subject to the right of the Company, on the terms and subject to the conditions described elsewhere in this Section 2(b), to suspend its obligation to amend or supplement such Shelf Registration Statement and/or the related Prospectus by giving a Voluntary Suspension Notice. The Company agrees to furnish to the Holders of this Article V, use its commercially reasonable efforts to cause Registrable Notes covered by any Shelf Registration Statement copies of any such prospectus supplement to be declared effective under the Securities Act or amendment promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method its being used or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies filed with the requirements of the Securities ActSEC.

Shelf Registration. As soon as reasonably practicable following Within eighteen months after the Closing, and in any event within 30 days thereofClosing Date, the Company shall fileuse commercially reasonable efforts to prepare and file a Shelf Registration Statement with the SEC (such date of filing with the SEC, the “Filing Date”) to permit the public resale of all Registrable Securities on the terms and conditions specified in this Section 2.01 (a “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 Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall thereafter contain a prospectus in such form as to permit any Selling Holder covered by such Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Registration Statement; provided, however, such Registration Statement shall not be filed on a shelf registration statement that automatically becomes effective upon filing. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities proposed to be registered under such Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Registrable Securities held by any Purchaser or any other Holder or otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the SEC. In such event, the number of Registrable Securities to be registered for each Selling Holder named in the Registration Statement shall be reduced pro rata among all such Selling Holders 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. In the event the SEC informs the Company that all of such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on the Registration Statement, the Company agrees to promptly inform the Selling Holders thereof and use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting file amendments to the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Registration Statement as required by the Stockholders SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale such shares as a secondary offering. In accordance with the foregoing, the Company will use its reasonable best efforts to make inquiries and communicate with the SEC, including following the consummation of a disposition of any registered Registrable Securities, which registration statement shall be filed on (a) Form S-3, if in order to register all such Registrable Securities of the Selling Holders as soon as the SEC no longer prevents the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for from including such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) proposed to be registered under such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Registration Statement. The Company shall use its commercially reasonable efforts to cause such prospectus supplement a Registration Statement filed pursuant to this Section 2.01(a) to be declared effective under within (x) 15 calendar days from the Filing Date, if the SEC does not review the filed Registration Statement or (y) 60 calendar days from the Filing Date, if the SEC reviews the filed Registration Statement (the “Effectiveness Deadline”). A Registration Statement 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, and by way of Alternative Transactions. During the Effectiveness Period, the Company shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01(a) to remain effective, and to be supplemented and amended to the extent necessary (including post-effective amendments) 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. In the event that the minimum listing standards of the NYSE are satisfied, the Company shall prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Registrable Securities are then listed and traded) to list the Registrable Securities (other than shares of Preferred Stock) covered by a Registration Statement and shall use commercially reasonable efforts to have such 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 Company shall notify the Selling Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act promptly after and the filing thereofExchange 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 Registration Statement, in the light of the circumstances under which a statement is made). Each Takedown Request shall specify 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 Company that the 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 registeredincluded in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter advises the Company and the Holder in its good faith opinion can be sold without having such adverse effect, their aggregate amountwith such number to 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 the intended method or methods (ii) second, to any other holder of distribution thereof. The Requesting Stockholder agrees to provide securities of the Company with such information having rights of registration that are neither expressly senior nor subordinated to the Holders in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements respect of the Securities ActRegistrable Securities.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the The Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective file no later than 60 days after the Closing Date (including by renewing or refiling upon expirationthe “Filing Date”), a shelf registration statement permitting covering the resale from time of the Securities (the “Registrable Shares”) with the Commission for an offering to time be made on a delayed or continuous basis pursuant to Rule 415, or if Rule 415 of the Securities Act by the Stockholders is not available for offers and sales of the Registrable SecuritiesShares, by such other means of distribution of the Registrable Shares as the Investor may reasonably specify (the “Initial Registration Statement”). The Company shall use commercially reasonable efforts to effect the registration (including a declaration of effectiveness thereof by the Commission) and applicable qualifications or compliances (including the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable State Securities Laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as practicable after the filing of the Initial Registration Statement, but in any event prior to the date which is 90 days after the Filing Date (the “Effectiveness Date”). The Company shall, within two (2) Business Days after the Effectiveness Date, file a final prospectus with the Commission as required by Rule 424 under the Securities Act. In the event that all of the Registrable Shares cannot, as a result of the rules and regulations of the Commission, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform the Investor thereof, (ii) use commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iii) withdraw the Initial Registration Statement and use commercially reasonable efforts to file a new registration statement shall (a “New Registration Statement”), in either case covering the maximum number of the Registrable Shares permitted to be filed registered by the Commission, on (a) Form S-3S-3 or, if the Company is then eligible ineligible to register for resale the Registrable Shares on Form S-3, such other form available to register for resale the Registrable Shares as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (ii) or (iii) above, the Company will use commercially reasonable efforts to file a with the Commission, as promptly as practicable, one or more registration statement statements on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholderor, if the Company is ineligible to register for resale the Registrable Shares on Form S-3, such other form available to register for resale those Registrable Shares that were not then S-3 Eligibleregistered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements” and, collectively with the Initial Registration Statement and the New Registration Statement, the “Registration Statements”). ThereafterNotwithstanding any other provision of this Agreement, if the Commission limits the number of Registrable Shares permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Shares), unless otherwise directed in writing by the Investor as to the Registrable Shares, the number of Registrable Shares to be registered on such Registration Statement will be reduced as follows: First, the Company shallshall reduce or eliminate any securities to be included other than the Registrable Shares; Second, as promptly as reasonably practicable following the written request Company shall reduce the Registrable Shares. In the event of a Stockholder cutback hereunder, the Company shall give the Investor at least three (each, a “Requesting Stockholder”3) for a resale of Registrable Securities (a “Takedown Request”Business Days prior written notice along with the calculations as to the Investor’s allotment. Fees and Expenses. All expenses incurred by the Company in complying with Section 9(a), file a prospectus supplement including all registration, qualification and filing fees, printing expenses, escrow fees, fees and expenses of counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under but excluding the Securities Act with respect to resales fees of legal counsel for the Investor or any holder of the Registrable Securities pursuant Shares) shall be borne by the Company. All selling commissions applicable to the Requesting Stockholder’s intended method sale of distribution thereof, the Registrable Shares and all fees and expenses of legal counsel for the Investor or any holder of the Registrable Shares related to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms registration and sale of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to Shares shall be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested borne by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements Investor or holder of the Securities ActRegistrable Shares incurring such commissions, fees or expenses.

Shelf Registration. As soon If the Preferred Stock shall have previously been converted into Registrable Securities, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(b) below, shall prepare and file (as reasonably practicable following the Closingexpeditiously as practicable, and in any event within 30 thirty (30) days thereof, of the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), receipt of any other such request) with the Commission a shelf registration statement permitting "Shelf" Registration Statement covering the resale from time of all Registrable Securities for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement 415. Such Registration Statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, except if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) eligible to register for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Requesting Stockholder’s intended method Designated Holders may consent) and shall contain (except if otherwise directed by the Designated Holders) the "Plan of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, Distribution" attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such prospectus supplement Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. Each Takedown , and in any event within sixty (60) days of the Purchaser Request shall specify (or one hundred twenty (120) days in the event the SEC has determined to review the applicable Registration Statement) and shall, subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until the earlier of (i) the date on which all Registrable Securities to be registeredare eligible for sale under paragraph (k) of Rule 144 without any volume, their aggregate amount, manner of sale or other restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the intended method or methods of distribution thereof"EFFECTIVENESS PERIOD"). The Requesting Stockholder agrees to provide Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the Commission that a Registration Statement has been declared effective. Notwithstanding the foregoing, the Company with such information in connection with shall not be obligated to file a Takedown Request as may be reasonably requested Registration Statement pursuant to this Section 2 (i) during the 90 day period commencing on the effective date of any other registration statement filed by the Company relating to ensure the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such notice and ending upon the earliest of (i) effectiveness of such registration statement , (ii) a decision by the Company not to pursue effectiveness of such registration statement or (iii) 90 days after the filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company's relief from its shelf registration obligation under clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement's effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement's effectiveness, the Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) days in aggregate after receipt of the Purchaser Request; provided, however, that the Takedown Prospectus Supplement complies with the requirements of the Securities ActCompany may not utilize this right more than twice in any twelve (12) month period.

Shelf Registration. As 2.1.1 The Company shall, as soon as reasonably practicable following the Closingpracticable, and but in any event within 30 thirty (30) days thereofafter the Closing Date, file a Registration Statement under the Company shall file, and shall thereafter use its commercially reasonable efforts Securities Act to make and keep effective (including permit the public resale of all the Registrable Securities held by renewing or refiling upon expiration), a shelf registration statement permitting the resale Holders from time to time on a delayed or continuous basis pursuant to as permitted by Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for (or any successor or similar provision adopted by the type of offering contemplated by a Stockholder, if the Company is not Commission then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”in effect) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to on the terms of and conditions specified in this Article V, subsection 2.1.1 and shall use its commercially reasonable efforts to cause such prospectus supplement Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) 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 Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, 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 promptly after (or any successor or similar provision adopted by the filing thereofCommission then in effect) beginning on the effective date for such Registration Statement. Each Takedown Request A Registration Statement filed pursuant to this subsection 2.1.1 shall specify provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 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 (including to use its best efforts to add Registrable Securities held by Permitted Transferees), for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be registeredRegistrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, their aggregate amountbut in any event within one (1) business day of such date, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the all applicable requirements of the Securities ActAct 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 Registration Statement, in the light of the circumstances under which such statement is made).

Shelf Registration. As soon as reasonably practicable following By the Closingdate that is four months after the Effective Date of the Merger, and in any event within 30 days thereofIssuer shall, the Company shall fileif requested by Investcorp or Odyssey, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a file an "evergreen" shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act by (the Stockholders of the Registrable Securities, which registration statement shall be filed on (a"Shelf Registration") Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant or any successor form) with respect to Registrable Securities issued in the Merger to the General Instructions initial Holders thereof and, to Form S-3the extent provided in the following sentence, their Transferees (provided that, from and after the time that an "Investcorp Client Distribution" has occurred, as defined in Section 1.05 of the Standstill Agreement dated as of December 19, 2001 by and among the Issuer, Investcorp IWO Limited Partnership and the other Stockholders named therein, the Investcorp Client Stockholders listed on Schedule A to such Standstill Agreement and their Transferees shall not be entitled to participate as selling stockholders in the Shelf Registration). A Transferee of Registrable Securities who acquires such Registrable Securities in a private transfer complying with Section 8(h) (“S-3 Eligible”), which Form S-3 from a Holder of Registrable Securities included in the Shelf Registration shall not be entitled to be named as a selling shareholder in the Shelf Registration if doing so would require an amendment to the Shelf Registration; provided that such a Transferee shall be entitled to be so included (if SEC rules and policy then permit such inclusion) in any amendment to the Shelf Registration (other than an amendment that is deemed to result from the filing by Issuer of a report or other document that is incorporated by reference into the Shelf Registration) otherwise filed by the Issuer subsequent to Issuer's receipt of (i) written notice from such Transferee requesting that such Transferee be included in the Shelf Registration, and (ii) the information which such Transferee is required by Section 7(a) to provide to Issuer; and, provided further that the Issuer shall file an amendment to the Shelf Registration to include any such Transferees (if SEC rules and policy then permit such inclusion) which have provided such notice and information and have not previously been included, but the Issuer shall not be required to file such an amendment sooner than 12 months following the date on which it filed any previous amendment to the Shelf Registration (other than an amendment that is deemed to result from the filing by Issuer of a report or other document that is incorporated by reference into the Shelf Registration). Issuer shall use its best efforts to have the Shelf Registration declared effective as an automatically effective registration statement if the Company is eligible for soon as practicable after such filing, or and shall use its best efforts to keep the Shelf Registration effective and updated, subject to Sections 7(b) and 7(c), from the date such Shelf Registration is declared effective until the earlier of (bi) any other appropriate form under such time as all of the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities shall cease to be Registrable Securities, and (ii) the date that is three years after the effective date of such registration statement. A Shelf Registration pursuant to this Section 2(i) shall not be deemed to have been effected (A) unless a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under Shelf Registration has become effective and remained effective in compliance with the provisions of the Securities Act with respect to resales the disposition of all Registrable Securities until the time provided in the preceding sentence or (B) if after it has become effective and during the period it is required to remain effective, the Shelf Registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the holders of Registrable Securities and such order or injunction prevents the disposition of the Registrable Securities covered by such registration statement for a period that exceeds 120 days (less any period during which sales under such registration statement are suspended pursuant to the Requesting Stockholder’s intended method Section 7(b) or 7(c)) during any 12-month period. The plan of distribution thereof, and provided for in a Shelf Registration pursuant to the extent such Takedown Prospectus Supplement is this Section 2(i) shall not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Actinclude an underwritten public offering.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the (i) The Company shall file, and shall thereafter use its commercially reasonable best efforts to make promptly process, file and keep cause to become effective a Registration Statement on Form S-3 (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time "Shelf") for an offering to time be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (or any similar rule that may be adopted by the Stockholders SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering, the initial filing to be made not later than 30 days before the Shelf Registration Date in the event that the Initial Underwriting is consummated or 30 days after the Shelf Registration Date in the event that the Initial Underwriting Notice is not given or the Initial Underwriting is abandoned. Each Allright Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the right to resell such Registrable Securities under the Shelf until the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf (such Eligible Holder's "Termination Date"). The Carell Holders shall have the right to resell that amount of Registrable Securities under the Shelf which has an aggregate Market Value, on the Initial Filing Date, of (a) $150 million, plus (b) the Initial Underwriting Amount of the Carell Holders, less (c) the gross proceeds received by the Carell Holders in all sales of Registrable Securities before the Initial Filing Date (excluding gross proceeds received in the Exempted Transfers). The Carell Holders shall lose their right to sell under the Shelf once they have sold, in one or more transactions occurring after the Initial Filing Date, whether in the Initial Underwriting, the Extra Underwriting, under the Shelf or otherwise, at least that amount of shares of Common Stock equal to the amount of Registrable Securities of the Carell Holders registered under the Shelf pursuant to this Section 3(b)(i) (the Carell Holders' "Termination Date"). The Company agrees to use its reasonable best efforts to keep the Shelf continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to resell Registrable Securities under the Shelf. (ii) The Company agrees to include within the Method of Distribution for the Shelf the possible distribution by the Allright Holders to their respective investors of the Registrable SecuritiesSecurities held by them; provided, which that nothing herein shall restrict an Allright Holder from distributing Registrable Securities to its investors under the Shelf before it receives gross proceeds of at least its Initial Underwriting Amount, or sells an amount of Registrable Securities equal to at least its Initial Underwriting Amount. No Allright Holder may, however, transfer to its investors any registration statement rights granted hereunder when distributing Registrable Securities to such investors, unless the Company has failed to cause the Shelf to become effective within 45 days after the Shelf Registration Date. (iii) Each Allright Holder agrees that, in the event that it shall have received gross proceeds of at least its Initial Underwriting Amount, or sold that amount of Registrable Securities equal to at least its Initial Underwriting Amount, with respect to one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting (as defined in Section 3(c)), resales under the Shelf or otherwise), it shall be filed on restricted from reselling Registrable Securities under the Shelf until the Carell Holders shall have received gross proceeds of at least $100 million in one or more sales of Registrable Securities (awhether in the Initial Underwriting, the Extra Underwriting, resales under the Shelf or otherwise) Form S-3after the date of this Agreement. The Carell Holders agree that, if in the event that they shall have received gross proceeds of at least $100 million with respect to one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting, resales under the Shelf or otherwise), they shall be restricted from reselling Registrable Securities under the Shelf until each of Apollo and AEW shall have received gross proceeds of at least its Initial Underwriting Amount in one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting, resales under the Shelf or otherwise) after the Closing. Each of Apollo, AEW and the Carell Holders agrees to promptly notify the Company is and each other in writing at such time that it has received sufficient gross proceeds for it to become restricted from resales pursuant to this Section 3(b)(iii). Notwithstanding the foregoing, nothing herein shall restrict the ability of any Holder to distribute Registrable Securities to its investors. (iv) In the event that one or more Holders exercises a Demand Right (as defined in Section 3(c)), then eligible each Eligible Holder (including the Holder or Holders exercising such Demand Right and regardless of whether or not such Eligible Holder elects to file participate in the Extra Underwriting related to such Company Notice) may not sell any Registrable Securities under the Shelf at any time after 30 days after receiving such Company Notice and before the Extra Underwriting End Date; provided, that nothing herein shall limit the ability of an Allright Holder to distribute Registrable Securities to its investors. (v) The Company shall have the right, at any time after the Allright Holders, collectively, own less than 7% of all the Registrable Securities received by the Allright Holders in the Merger, to terminate the Shelf and promptly process and file, and use its reasonable best efforts to cause to become effective, a registration statement Registration Statement on Form S-3 (the "Second Shelf") for an offering to be made on a delayed or continuous basis pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. The Company must register for resale under the type Second Shelf all Registrable Securities that were registered for resale under the Shelf at the time the Shelf is terminated, but may also register for sale under the Second Shelf all shares of offering contemplated by a StockholderCommon Stock, if and any other securities of the Company, that the Company is not then S-3 Eligibledesires to register for resale at such time. Thereafter, The Company shall cause the Second Shelf to remain effective at least up to the date until which the Company shallwould, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article VAgreement, use its commercially reasonable efforts be required to cause such prospectus supplement maintain the effectiveness of the Shelf, if otherwise not terminated pursuant to be declared effective this Section 3(b)(v). The Holders shall not have any restrictions on their ability to resell Registrable Securities under the Securities Act promptly after Second Shelf which are greater than the filing thereof. Each Takedown Request shall specify the restrictions on their ability to resell Registrable Securities to be registered, their aggregate amount, and under the intended method or methods of distribution thereofShelf. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the Securities Act.(c)

Shelf Registration. (a) As soon promptly as reasonably practicable following the Closingpossible, and in any event within case no later than 30 days thereofcalendar days, following the expiration of the Conversion Lockout Period, the Company shall file, and shall thereafter use its commercially reasonable efforts to make prepare and keep effective (including by renewing or refiling upon expirationfile a Shelf Registration Statement with the SEC to permit the public resale of all Registerable Securities on the terms and conditions specified in this Section 2(a), a shelf registration statement permitting . The Shelf Registration Statement filed with the resale from time to time on a delayed or continuous basis SEC pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement this Section 2(a) shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as on an automatically effective registration statement if basis to the extent the Company is eligible to do so) (“Form S-3”) or, if Form S-3 is not then available to the Company, such other form of registration statement as is then available to effect a registration for resale of the Registerable Securities, covering the Registerable Securities, and shall contain a Prospectus in such filing, or (b) form as to permit any other appropriate form Selling Holder covered by such Shelf Registration Statement to sell such Registerable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for the type of offering contemplated by a Stockholdersuch Shelf Registration Statement; provided, however, that if the Company is not then S-3 Eligible. Thereaftereligible to file an automatic Shelf Registration Statement at such time, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, shall use its commercially reasonable efforts to cause such prospectus supplement the Shelf Registration Statement to be declared effective within 60 calendar days after the filing of the Shelf Registration Statement or as soon as reasonably practicable thereafter. (b) Notwithstanding anything to the contrary contained in this Section 2, if, at the expiration of the Conversion Lockout Period, the Company has an effective registration statement on Form S-3 or any successor form, the Company may include all or part of the Registerable Securities in such registration statement, including by virtue of including the Registerable Securities in a prospectus supplement to such shelf registration statement and filing such prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act promptly after (in which event, the filing thereofCompany shall be deemed to have satisfied its registration obligation under this Section 2 and such shelf registration statement shall be deemed to be a Shelf Registration Statement for purposes of this Agreement). Each Takedown Request shall specify (c) If, by the Registrable third anniversary (the “Renewal Deadline”) of the initial Effective Date of a Shelf Registration Statement that includes the Registerable Securities, any of the Registerable Securities included on such Shelf Registration Statement remain unsold by any Holder, the Company will file, if it has not already done so and is eligible to do so, a new registration statement on Form S-3 or any successor form covering the Registerable Securities included on the prior Shelf Registration Statement, and if the Company is not eligible to file an automatic shelf registration statement on Form S-3 at such time, the Company will use commercially reasonable efforts to cause such registration statement to be declared effective as soon as reasonably practicable thereafter, but in no event more than 60 calendar days from the Renewal Deadline, and the Company will take all other commercially reasonable action necessary or appropriate to permit the public offering and sale of the Registerable Securities to be registeredcontinue as contemplated 5 4865-0312-6116v 16 in the expired Shelf Registration Statement. References herein to Shelf Registration Statement shall include such new registration statement. (d) The Company may require each Selling Holder to promptly furnish in writing to the Company such information regarding such Holder, their aggregate amount, the Registerable Securities held by it and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide of the Registerable Securities as the Company with may from time to time reasonably request and such other information as may be legally required in connection with a Takedown Request as may be reasonably requested by such registration. (e) In the event that the Company fails to ensure file, or if filed, fails to maintain the effectiveness of a Shelf Registration Statement, the Holders may participate in a Piggyback Registration pursuant to Section 4; provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Takedown Prospectus Supplement complies with the requirements of the Securities ActCompany shall have no obligation to allow participation in a Piggyback Registration. Section 3.

Shelf Registration. As soon as reasonably practicable In the event that (i) the Company is not permitted to effect the Exchange Offer because of any change in law or in currently prevailing interpretations of the staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date, or (iii) (1) any Initial Purchaser is not permitted, in the reasonable opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, (2) such Initial Purchaser requests registration of Registrable Securities held by such Initial Purchaser and (3) such Initial Purchaser's request is received by the Company no later than the later of (A) the date of filing of the Exchange Offer Registration Statement and (B) 120 days following the ClosingIssue Date (any of the events specified in (i) - (iii) being a "Shelf Registration Event" and the date of occurrence thereof, and in any event within 30 days thereofthe "Shelf Registration Event Date"), the Company shall filepromptly deliver to the Holders and the Trustee written notice thereof and, and at its cost, file as promptly as practicable after such Shelf Registration Event Date, and, in any event, within 45 days after such Shelf Registration Event Date (which shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), be no earlier than 90 days after the Closing Date) a shelf registration statement permitting Shelf Registration Statement providing for the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act sale by the Stockholders holders of all of the Registrable Securities, which registration statement and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable; provided, however that if the Shelf Registration Event is pursuant to clause (iii), the Company may register such Registrable Securities together with the Exchange Offer Registration Statement, filed pursuant to Section 2(a), and the requirements as to timing applicable thereto. No Holder of Registrable Securities shall be filed on (a) Form S-3, if 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 Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information 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 then eligible being effected agrees promptly to file a registration statement on Form S-3 furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the General Instructions to Form S-3last paragraph of Section 3 hereof) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible or for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales shorter period which will terminate when all of the Registrable Securities securities covered by the Shelf Registration Statement have been sold pursuant to the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement Shelf Registration Statement or cease to be declared effective under Registrable Securities ( the Securities Act promptly after the filing thereof"Effectiveness Period"). Each Takedown Request The Company shall specify the not permit any securities other than Registrable Securities to be registeredincluded in the Shelf Registration. The Company will, their aggregate amountin the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the intended method or methods of distribution thereof. The Requesting Stockholder Company agrees to provide furnish to the Company with Holders of Registrable Securities copies of any such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies supplement or amendment promptly after its being used or filed with the requirements of the Securities ActSEC.