Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). A Holder may elect to sell Registrable Securities under a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Holder desires to sell (the “Shelf Offering”). As promptly as practicable, but in no event later than five (5) business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, may include in such Shelf Offering any number of shares of Common Stock the Company desires to sell in such Shelf Offering and will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall will, as expeditiously as possible (and in any event within thirty (30) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the availability Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of required financial information, as some or all of Buyer’s Registrable Securities. As promptly as practicable after the Company receives written notice of a request for receiving a Shelf RegistrationRegistration Notice, but in any no event within sixty (60) more than 30 days following receipt of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)notice, the Company shall file with the Securities and Exchange Commission SEC a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement covering all Registrable Securities requested to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statementincluded and, and once effective, the Company shall cause unless such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoingshall become automatically effective, the Company shall use its reasonable best efforts to prepare a cause the Shelf Registration Statement with respect to become or be declared effective by the SEC for all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission covered thereby as soon as practicable thereafter, but in no event later than 60 days after the later to occur filing of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company may require such Holder to deliver all information about such Holder that is required to be included in such shall file an Automatic Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make (or a secondary resale under such successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement without if the consent of initial Shelf Registration Statement expires) in order to permit the Holders representing Prospectus forming a Majority part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities or in accordance with the intended methods of disposition set forth therein, so long as there are any other Holder if such resale does not require a supplement to Registrable Securities outstanding (the “Shelf Registration StatementEffectiveness Period”).

Shelf Registrations. (i) Subject to the availability of required financial information, as As promptly as reasonably practicable after the Company receives written notice completion of a request for a Shelf Registration, but in any event within sixty (60) days twelve calendar months following the effectiveness of the mailing of Form 8-A related to the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)IPO, the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”), which shall be on an Automatic Shelf Registration Statement if the Corporation is then eligible to file such a registration statement. The Company Corporation shall use its commercially reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) in the case of an Automatic Shelf Registration statement (and without limitation of Section 5(a)(xxiii)), the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its commercially reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting Equity Owner Parties in accordance with the terms of the LLC Agreements (or such Shelf Registration other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (xi) the expiration of the Lock-Up IPO Holdback Period (as defined below) and (yii) the Company becoming Corporation becomes eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Equity Owner Parties may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Holder of the Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything , as amended from time to the contrary in Section 2(d)(ii)time, any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementsimilar successor rule thereto.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering, provided that the aggregate anticipated offering price, net of any underwriting discounts and commissions, of each such underwritten offering is at least $25,000,000) Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the “Shelf Registrable Securities”), which may include Shelf Registrable Securities to be sold by the Investor. If any Investor desires to sell Registrable Securities pursuant to an underwritten offering, such Investor shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such Investor desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (xi) the expiration of the Lock-Up Period (as defined below) and (yii) the Company Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Equity Owners Parties may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Holder of the Original Equity Owners to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (xi) the expiration of the Lock-Up Holdback Period (as defined below) and (yii) the Company Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Equity Owner Parties may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Holder of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Majority Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The If the Majority Holders desire to sell Registrable Securities pursuant to an underwritten offering, they shall deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Registration Statement without Offering all Shelf Registrable Securities with respect to which the consent Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Holders representing Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within 20 days after the receipt of a Majority of the Registrable Securities or any other Holder if Shelf Offering Notice), but subject to Section 1(e), use its best efforts to facilitate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any of the Parent Investors, the Requisite Institutional Holders, the Permira Investor and/or the Warburg Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering, provided that the aggregate anticipated offering price of each underwritten offering is expected to be at least $50,000,000 of (or, if less, all of such Holder(s)’ and its respective affiliates’)) Registrable Securities (“Shelf Registrable Securities”). If any of the Parent Investors, the Requisite Institutional Holders, Permira Investor and/or Warburg Investor desire to sell Registrable Securities pursuant to an underwritten offering, such holders shall deliver to the Corporation a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than five (5) Business Days after receipt of a Shelf Offering Notice, the Corporation will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company shall Corporation, subject to Section 1(d) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Corporation has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within three (3) Business Days after the receipt of the Shelf Offering Notice. The Corporation will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(d), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of consummate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject At any time and from time to time on or after the First Stage Closing, the Buyer may deliver to the availability Company a written notice (a “Shelf Registration Notice”) requiring the Company to prepare and file with the SEC a Shelf Registration Statement with respect to resales of required financial information, as some or all Registrable Securities by the Buyer. As promptly as practicable after receiving the Company receives written notice of a request for a Shelf RegistrationRegistration Notice, but in any no event within sixty (60) more than 45 days following receipt of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)notice, the Company shall file with the Securities and Exchange Commission SEC a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the covering all requested Registrable Securities Act as soon as practicable after the initial filing of and, unless such Shelf Registration Statement, and once Statement shall become automatically effective, the Company shall use commercially reasonable efforts to cause such the Shelf Registration Statement to remain continuously become or be declared effective for such time period as is specified in the request by the Holders, but SEC for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to covered thereby as promptly as practicable following delivery of the Holders requesting such Shelf Registration to enable and cause such Notice (if it is not an automatically effective Shelf Registration Statement). To the extent the Company is a WKSI at the time that the Shelf Registration Statement is to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) filed, the Company becoming eligible to shall file a an automatic Shelf Registration Statement for a Short-Form Registrationwhich covers such Registrable Securities. In order for any Holder The Company agrees to be named as a selling securityholder in such Shelf Registration Statement, use commercially reasonable efforts to keep the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance (or a successor Registration Statement filed with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything respect to the contrary in Section 2(d)(ii), any Holder that is named as Registrable Securities) continuously effective (including by filing a selling securityholder in such new Shelf Registration Statement may make a secondary resale under such if the initial Shelf Registration Statement without expires) in order to permit the consent of Prospectus forming a part thereof to be lawfully delivered and the Holders representing a Majority Shelf Registration Statement useable for resale of the Registrable Securities, so long as there are any Registrable Securities or any other Holder if such resale does not require a supplement to outstanding (the “Shelf Registration StatementEffectiveness Period”).

Shelf Registrations. (i) Subject to If requested by the availability of required financial information, as promptly as practicable after the Company receives written notice of a request underwriters for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)2.02, the Company shall file enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Securities Company in the negotiation of such underwriting agreement and Exchange Commission a registration statement under shall give consideration to the Securities Act for reasonable suggestions of the Shelf Registration (a “Shelf Registration Statement”)Company regarding the form thereof. The Company Participating Holders shall use its reasonable best efforts be parties to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statementunderwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and once effectivethe other agreements on the part of, the Company shall cause to and for the benefit of such Shelf Registration Statement Participating Holders as are customarily made by issuers to remain continuously effective for such time period as is specified selling stockholders in the request by the Holders, but for no time period longer than the period ending on the earliest of secondary underwritten public offerings and (Aii) the third anniversary provide that any or all of the initial effective date conditions precedent to the obligations of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by underwriters under such Shelf Registration Statement have been sold pursuant underwriting agreement also shall be conditions precedent to the Shelf Registration Statementobligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoingor agreements with, the Company shall use its reasonable best efforts or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to prepare a Shelf Registration Statement the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to all of the Registrable Securities owned by or issuable Securities, receipt of all required consents and approvals with respect to the Holders requesting entry into such Shelf Registration to enable underwriting agreement and cause the sale of such Shelf Registration Statement to be filed and maintained with the Registrable Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is other representations required to be included in made by such Shelf Registration Statement in accordance with Participating Holder under applicable law, including Item 507 of Regulation S-K promulgated under rule or regulation, and the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent aggregate amount of the Holders representing a Majority liability of the Registrable Securities or such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any other Holder if taxes and expenses which may be payable by such resale does not require a supplement to the Shelf Registration StatementParticipating Holder) from such Underwritten Offering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting Original SSE Equity Owners in accordance with the terms of the LLC Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (xi) the expiration of the Lock-Up Holdback Period (as defined below) and (yii) the Company Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original SSE Equity Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Holder of the Original SSE Equity Owners to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to In the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) is effective, the Demand Holders whose Registrable Securities are covered by such Shelf Registration Statement shall each have the right at any time or from time to time following the expiration of the Registration Lockup Period, to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. The applicable Demand Holders shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that they desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company shall give written notice of such Shelf Offering Notice to all other holders of Shelf Registrable Securities. The Company, subject to Sections 4.1(e) and 4.7, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within five (5) Business Days after the receipt of the Shelf Offering Notice. The Company shall shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 4.1(f), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and once effective, shall not disclose or use the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified information contained in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to Company’s notice regarding the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement Offering Notice without the prior written consent of the Company and the Holders representing delivering such Shelf Offering Notice until such time as the information contained therein is or becomes available to the public generally, other than as a Majority result of disclosure by the Holder in breach of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementterms of this Agreement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Majority Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The If the Majority Holders desire to sell Registrable Securities pursuant to an underwritten offering, they shall deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Registration Statement without Offering all Shelf Registrable Securities with respect to which the consent Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Holders representing Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Majority of the Registrable Securities or any other Holder if Shelf Offering Notice), but subject to Section 1(e), use its best efforts to facilitate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, subject to the requirements in Section 1(d)(v) and Section 4(a)(iii), each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities will have the right at any time or from time to time, subject to the applicable provisions of Section 3, to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). If the Holders of a majority of the LCP Registrable Securities or the Holders of a majority of the GIC Registrable Securities desire to sell Registrable Securities pursuant to an underwritten offering, then the Holders of a majority of the LCP Registrable Securities or the Holders of a majority of the GIC Registrable Securities may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e), Section 3 and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company shall will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of consummate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Partnership receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Partnership shall file with the Securities and Exchange Commission SEC a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Partnership shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statementfiling, and once effective, the Company Partnership shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holderssuch request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of filing of such Shelf Registration StatementRegistration, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to under the Shelf Registration StatementRegistration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Partnership shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned held by or issuable to NextEra or its Affiliates in accordance with the Holders requesting terms of the Exchange Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by NextEra) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission SEC as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementPurchase Price Adjustment Period.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting Original Equity Owners in accordance with the terms of the LLC Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (xi) the expiration of the Lock-Up Holdback Period (as defined below) and (yii) the Company Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Equity Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Holder of the Original Equity Owners to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”); provided that the Holders shall, collectively, be limited to a total of one underwritten offering in any calendar year (unless the Company otherwise agrees to effect an additional underwritten offering during such calendar year) and the aggregate anticipated offering price of each underwritten offering is at least $75,000,000 (it being understood, for the avoidance of doubt, any Underwritten Block Trade shall not be considered un underwritten offering for the purposes of this Section 1(d)(i)). If the Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Holders may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling shareholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days (unless a longer period is agreed to by the requesting Holder) after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company shall will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of consummate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable On or after the first day of the month following the first anniversary of the Company’s initial Public Offering, each of the Demand Holders (collectively, the “Shelf Initiating Holders,” and each, a “Shelf Initiating Holder,” for purposes of this Section 4(b) and Section 4(h) hereof) will have the right to make a written request that the Company receives written notice register, under the Securities Act, on Form S-3, in an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, the sale of all or a portion of the Registrable Securities owned by such Shelf Initiating Holders (a “Shelf Registration”). For the avoidance of doubt, a Shelf Registration and any prospectus, prospectus supplement or post-effective amendment filed with the SEC associated with any shelf “takedown” shall not constitute a Demand Registration. Upon receipt of a request for a Shelf Registration, the Company shall give written notice of such request to all of the Full Rightholders (other than the Shelf Initiating Holders) as promptly as practicable but in no event later than 5 days after the receipt of a request for a Shelf Registration, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any event other information that at the time would be appropriate to include in such notice, and offer such Full Rigthholders the opportunity to register the number of Registrable Securities as each such Full Rightholder may request in writing to the Company, given within sixty (60) 10 days after their receipt from the Company of the mailing written notice of such Shelf Registration and the Company’s notice pursuant Company will, subject to Section 2(a) (provided that 4(f), include in such Shelf Registration all necessary documents for such registration can Registrable Securities requested to be obtained and prepared within included, provided, however, notwithstanding any other provision of this Agreement, the Company may file such 60Shelf Registration during the 10-day period but in no event shall the Company cause such Shelf Registration to be declared effective prior to the expiration of such 10-day period). The “Plan of Distribution” section of such Form S-3, shall 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, hedging transactions and sales not involving a public offering. With respect to each Registration Statement, the Company shall file with (i) as promptly as practicable after the Securities and Exchange Commission a registration statement under the Securities Act for written request of the Shelf Initiating Holders, file a Registration Statement and (a “Shelf Registration Statement”). The Company shall ii) use its commercially reasonable best efforts to cause any Shelf such Registration Statement to be declared effective under as promptly as practicable, other than as described in Section 4(a) hereof or if the Registration Statement relating to such request would be required pursuant to the rules and regulations of the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statementto include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective in which case for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest each of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined belowi) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(iiii), any Holder that is named as a selling securityholder in promptly after such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementfinancial statements are available.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, each of the Xxxxxx Investors, the BXCI Investors, the GPV Investors, the DC Investors and the BM Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If any of the Xxxxxx Investors, the BXCI Investors, the GPV Investors, the DC Investors or the BM Investors elects to sell Registrable Securities pursuant to an underwritten offering, then each of the Xxxxxx Investors, the BXCI Investors, the GPV Investors, the DC Investors or the BM Investors may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Xxxxxx Investors, the BXCI Investors, the GPV Investors, the DC Investors or the BM Investors, as applicable, desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within five (5) Business Days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the consent Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. On the terms and subject to the other conditions herein, each of the Holders representing a Majority Xxxxxx Investors, the BXCI Investors, the GPV Investors, the DC Investors and the BM Investors shall be entitled to no more than two (2) Shelf Offerings in any twelve (12)-month period; provided that (i) (x) the proposed maximum aggregate offering value of the Registrable Securities requested to be included in any Shelf Offering must equal at least $20,000,000 based on the public offering price of shares of Registrable Securities set forth in the prospectus or prospectus supplement applicable to such Shelf Offering or (y) all of the remaining Xxxxxx Investor Registrable Securities, BXCI Investor Registrable Securities, GPV Investor Registrable Securities, DC Investor Registrable Securities or BM Investor Registrable Securities, as applicable, are sold in such offering. The Company will not be obligated to facilitate the offering of Shelf Registrable Securities of any Holder pursuant to a Shelf Offering if the Company has filed within the immediately preceding sixty (60)-day period a registration statement or effected an offering of Common Equity with respect to (x) a Demand Registration (other Holder if such resale does not require than a supplement to the Shelf Registration StatementStatement that is not filed to effect an immediate Shelf Offering), (y) a Shelf Offering or (z) which a Holder has declined the right to have its Registrable Securities included pursuant to a Piggyback Registration.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, each of the holders of a majority of the Sponsor Investor Registrable Securities and the holders of a majority of the Corio Group Registrable Securities will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If either of the holders of a majority of the Sponsor Investor Registrable Securities or the holders of a majority of the Corio Group Registrable Securities desires to sell Registrable Securities pursuant to an underwritten offering, then each of the holders of a majority of the Sponsor Investor Registrable Securities and the holders of a majority of the Corio Group Registrable Securities may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors or the Corio Group desires to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Demand Initiating Holders will have the right at any time or from time to time (subject to the limitations (including with respect to time and number) set forth in Section 1(a) applicable to any Demand Initiating Holder) to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the Demand Initiating Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Demand Initiating Holders may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Demand Initiating Holders desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementRegistration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Wayzata Funds and/or the LLC Option Holders requesting in accordance with the terms of the LLC Agreement (or, with respect to the Wayzata Funds or any LLC Option Holder, such Shelf Registration lower number of Registrable Securities specified in writing by such Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and to cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (xi) the expiration of the Lock-Up Holdback Period (as defined below) and (yii) the Company Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Wayzata Funds and any of the LLC Option Holders may, in each case with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Wayzata Fund or such LLC Option Holder. In order for any of the Wayzata Funds or any LLC Option Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting Original Members in accordance with the terms of the Operating Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming Corporation becomes eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Members may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Holder of the Original Members to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, ) is and once remains effective, MidCo will have the Company shall cause right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such Shelf Registration Statement (“Shelf Registrable Securities”). If MidCo desires to remain continuously effective for sell Registrable Securities pursuant to an underwritten offering, then MidCo may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that MidCo desires to sell pursuant to such time period underwritten offering (the “Shelf Offering”). As promptly as is specified in the request by the Holderspracticable, but for in no time period longer event later than two (2) Business Days after receipt of a Shelf Offering Notice, the period ending on the earliest of (A) the third anniversary of the initial effective date Company will give written notice of such Shelf Registration Statement, (B) the date on which Offering Notice to all other Holders of Shelf Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included shareholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within five (5) Business Days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementRegistration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by Wayzata and/or the Other Holders (or, with respect to Wayzata or issuable any Other Holder, such lower number of Registrable Securities specified in writing by such Holder with respect to the Holders requesting Registrable Securities owned by such Shelf Registration Holder) to enable and to cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (xi) the expiration of the Lock-Up Holdback Period (as defined below) and (yii) the Company Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of Wayzata and any of the Other Holders may, in each case with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by such Wayzata Fund or such Other Holder. In order for any of Wayzata or any Other Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to In the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once ) is effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest holders of (A) the third anniversary a majority of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement shall have been sold the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration StatementStatement remains in effect, and (C) the date as Company shall pay all Registration Expenses in connection therewith. The holders of which there are no longer any a majority of the Registrable Securities covered by such Shelf Registration Statement in existenceshall make such election by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). Without limiting the generality As promptly as practicable, but no later than two business days after receipt of the foregoinga Shelf Offering Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Company, subject to Section 2(f) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within seven days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within 10 days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the holders of a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to prepare a facilitate such Shelf Registration Statement with respect to all Offering. Each holder agrees that such holder shall treat as confidential the receipt of the Registrable Securities owned by Shelf Offering Notice and shall not disclose or issuable to use the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder information contained in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement Offering Notice without the prior written consent of the Holders representing Company until such time as the information contained therein is or becomes available to the public generally, other than as a Majority result of disclosure by the holder in breach of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementterms of this Agreement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, each of the Majority NAVER Holders and the Majority LY Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If either of the Majority NAVER Holders or the Majority LY Holders desire to sell Registrable Securities pursuant to an underwritten offering, then such Holders may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such Holders desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Offering. For purposes of clarity, any Shelf Registration Statementeffected pursuant to Section 1(d) shall not be counted against the number of Long-Form Registrations permitted under Section 1(a).

Shelf Registrations. After the consummation of an IPO or a Listing (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day periodshould either one occur), the Company shall file with the Securities use reasonable commercial efforts to qualify and Exchange Commission a registration statement remain qualified to register common equity securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the Shelf use of a Registration Statement on Form S-3 or any successor form, Arch shall have the right to request that the Company file promptly (and, in any event, within 45 days of such request) a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities of Arch and the other Shareholders pursuant to Rule 415 of the Securities Act or otherwise (a “Shelf Registration Statement”). The Upon filing any Shelf Registration Statement, the Company shall use its commercially reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statementpracticable, and once effective, the Company shall cause keep such Shelf Registration Statement to remain continuously effective for such time period as is specified in with the request by the HoldersSEC at all times, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of re−file such Shelf Registration StatementStatement upon its expiration, (B) and cooperate in any shelf take−down, whether or not underwritten, by amending or supplementing the date on which Prospectus related to such Shelf Registration Statement as may be reasonably requested by Arch or as otherwise required, until such time as all Registrable Securities covered by that could be sold in such Shelf Registration Statement have been sold pursuant or are no longer outstanding. At any time that a Shelf Registration Statement covering Registrable Securities is effective, Arch may deliver a notice to the Company (a “Take−Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration StatementStatement (a “Shelf Underwritten Offering”); provided that Arch may deliver a maximum of three such Take-Down Notices. Upon the Company’s receipt of a Take-Down Notice, and (C) the date as of which there are no longer any Registrable Securities covered by Company shall promptly deliver such Take−Down Notice to all other holders included on such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use and permit each holder to include its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to included on the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to Shelf Underwritten Offering if such holder notifies the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent Company within 5 Business Days after delivery of the Holders representing Take−Down Notice to such holder. Arch shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementUnderwritten Offering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty Registration (60a “Shelf Registration Request”) days and the expiration of the mailing of the Company’s notice pursuant to Section 2(a) Shelf Registration Participation Deadline (provided that all necessary documents for such registration can be obtained and prepared within such 60-day periodas defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within two Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration StatementStatement and, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, Statement and (CB) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, as i)As promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty Registration from a Holder (60a “Shelf Registration Request”) days and the expiration of the mailing of the Company’s notice pursuant to Section 2(a) Shelf Registration Participation Deadline (provided that all necessary documents for such registration can be obtained and prepared within such 60-day periodas defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) (and, in no event longer than 30 days after the date of delivery of a Shelf Registration Request, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities that made the Shelf Offering Request). As promptly as practicable, but no later than five Business Days after the date of delivery of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and 9 hereof and the MTN Shareholder Arrangements (as defined below), shall include in such ​ Shelf Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within five Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”); provided however, if on the date of a Shelf Registration Request the Company is a WKSI, then such Shelf Registration Request may request registration of an unspecified amount of Registrable Securities. The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration StatementStatement and, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration StatementStatement or such longer period as such Shelf Registration Statement shall be effective, in which case the Company shall cause a new Shelf Registration Statement to become effective prior to such anniversary or other date, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, Statement and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors and Other Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The If the Sponsor Investors or Other Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors or Other Investors may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors or Other Investors desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject After the expiration of the Waiting Period and upon the written request of the holders of a majority of the then-outstanding Registrable Securities (excluding Registrable Securities which already have been included on a Company registration statement), and subject to the availability of required financial information, as promptly as practicable after the Company receives such a written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its commercially reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable no later than 90 days after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holderssuch request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of filing of such Shelf Registration StatementRegistration, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementRegistration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, unless Riverstone instructs the Company otherwise in writing, prior to the 12-month anniversary of the closing of the IPO, the Company shall use its commercially reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the outstanding Registrable Securities owned held by or issuable to Riverstone in accordance with the Holders requesting terms of the Exchange Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by Riverstone) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration 12-month anniversary of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent closing of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementIPO.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering, provided that the aggregate anticipated offering price, net of any underwriting discounts and commissions, of each such underwritten offering is at least $25,000,000, subject to Section 1(d)(v)) Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the “Shelf Registrable Securities”), which may include Shelf Registrable Securities to be sold by the Investor. If any Investor desires to sell Registrable Securities pursuant to an underwritten offering, such Investor shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such Investor desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall will, as soon as reasonably practicable (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any Holder will have the right at any time or from time to time to elect to sell pursuant to an offering (including, with respect to the Investors, an underwritten offering, subject to Section 1(d)(v)) Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the “Shelf Registrable Securities”), which may include Shelf Registrable Securities to be sold by the Holder. If any Investor desires to sell Registrable Securities pursuant to an underwritten offering, such Investor shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such Investor desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice (unless such Shelf Offering Notice relates to an Underwritten Block Trade (as defined below) pursuant to Section 1(d)(ii)), the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Offering Notice. The Company shall will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Founder Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the Founder Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Founder Investors may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Founder Investors desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statementfiling, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holderssuch request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of filing of such Shelf Registration StatementRegistration, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementRegistration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, unless NRG instructs the Company otherwise in writing, prior to expiration of the Holdback Period, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned held by or issuable to NRG in accordance with the Holders requesting terms of the Exchange Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by NRG) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementHoldback Period.

Shelf Registrations. (ia) Subject to compliance with all applicable laws and the availability rules and regulations and interpretations of required financial informationthe Commission and the rules and regulations of any applicable self-regulatory organization, the Company shall prepare and file with the Commission, as promptly soon as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days by the Filing Deadline Date, a Shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Act, registering the resale from time to time by Investor thereof of the mailing of Registrable Securities held by the Company’s notice pursuant to Section 2(a) Investor (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a an “Initial Shelf Registration Statement”); provided, however, that if an Initial Shelf Registration Statement is a WKSI Shelf Registration Statement, the Company shall prepare and file or cause to be prepared and file with the Commission such WKSI Shelf Registration Statement by the Effectiveness Deadline Date (as defined below). The Notwithstanding the foregoing, if the Filing Deadline Date occurs at any time when audited financial statements of the Company for the preceding fiscal year are required to be included or incorporated by reference in the Initial Shelf Registration Statement but such financial statements are not yet available, the Filing Deadline Date shall be extended until the earlier of (i) forty-five (45) days from the date the Filing Deadline Date would otherwise have occurred or (ii) the date on which the Company’s annual report with respect to such fiscal year is due to be filed with the Commission. Subject to applicable law, and the rules, regulations and interpretations of the Commission, an Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Investor in accordance with the methods of distribution as set forth in such Initial Shelf Registration Statement. If an Initial Shelf Registration Statement is not a WKSI Shelf Registration Statement, the Company shall use its commercially reasonable best efforts to cause any such Initial Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as is practicable but in any event by the date (an “Effectiveness Deadline Date”) that is seventy-five (75) days after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period Filing Deadline Date. Except as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoingotherwise provided herein, the Company shall use its commercially reasonable best efforts to prepare a keep any Initial Shelf Registration Statement with respect to all of the Registrable Securities owned by (or issuable to the Holders requesting such any Subsequent Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with Statement) continuously effective under the Securities and Exchange Commission as soon as practicable after the later to occur of (x) Act until the expiration of the Lock-Up Period (as defined below) applicable Effectiveness Period. Subject to the applicable rules and (y) interpretations of the Company becoming eligible to file a Commission, at the time an Initial Shelf Registration Statement for a Short-Form Registration. In order for any Holder to is declared effective, Investor shall be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit Investor to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Ultra Investors and the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The If the applicable Requesting Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the applicable Requesting Investors may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the applicable Requesting Investors desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(f) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(f), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Majority Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The If the Majority Holders desire to sell Registrable Securities available for sale pursuant to an underwritten offering, they shall deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Registration Statement without Offering all Shelf Registrable Securities with respect to which the consent Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Holders representing Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Majority of the Registrable Securities or any other Holder if Shelf Offering Notice), but subject to Section 1(e), use its best efforts to facilitate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty Registration from a Holder (60a “Shelf Registration Request”) days and the expiration of the mailing of the Company’s notice pursuant to Section 2(a) Shelf Registration Participation Deadline (provided that all necessary documents for such registration can be obtained and prepared within such 60-day periodas defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Section 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within two Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement filed in accordance with this Section 2(c)(i) to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration StatementStatement and, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, Statement and (CB) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject At any time when the Company is permitted pursuant to the availability of required financial informationSecurities Act to effect a Shelf Registration on Form F-4 (or similar short-form registration that may be available at such time), as promptly as practicable after CMB may request, pursuant to its Demand Registration, that the Company receives written notice of a request for effect the Demand Registration as a Shelf Registration. Notwithstanding anything else in this Agreement, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), CMB may not require the Company to effect more than one Shelf Registration with respect to CMB’s Registrable Securities. CMB shall file with have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company (“Shelf Takedown Notice”) stating that CMB intends to effect an offering of all or part of its Registrable Securities and Exchange Commission a registration statement under the Securities Act for the included in such Shelf Registration (a “Shelf Registration StatementTakedown”); provided that the Company shall not be required to effect more than two (2) Shelf Takedowns in any consecutive 12-month period. Each Shelf Takedown Notice shall specify the amount and type of Registrable Securities to be offered and sold in the Shelf Takedown and the intended method of distribution thereof. As soon as practicable thereafter, but not more than thirty (30) days thereafter, the Company shall take all actions reasonably required to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. CMB shall have the right to demand as part of its Shelf Takedown Notice an offering in the form of an Underwritten Offering, provided that the aggregate offering price for any such offering is at least $75,000,000 in the aggregate (or, if less, all of CMB’s Registrable Securities). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under shall, within ten (10) days of the Securities Act as soon as practicable after the initial filing Company’s receipt from CMB of such Shelf Takedown Notice that includes a written demand for an Underwritten Offering, notify, in writing, all other Holders of Registrable Securities included in the Shelf Registration Statementand such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to a Shelf Takedown (each such Holder, and once effectivean “Underwritten Shelf Offering Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from an Underwritten Shelf Offering Requesting Holder, such Holder shall cause such Shelf Registration Statement be entitled to remain continuously effective for such time period as is specified have its Registrable Securities included in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold Underwritten Offering pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementTakedown.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty Registration (60a “Shelf Registration Request”) days and the expiration of the mailing of the Company’s notice pursuant to Section 2(a) Shelf Registration Participation Deadline (provided that all necessary documents for such registration can be obtained and prepared within such 60-day periodas defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than three (3) Business Days after receipt of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within two (2) Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration StatementStatement and, and once effective, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, Statement and (CB) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the holders of a majority of the Sponsor Investor Registrable Securities will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the holders of a majority of the Sponsor Investor Registrable Securities desire to sell Registrable Securities pursuant to an underwritten offering, then the holders of a majority of the Sponsor Investor Registrable Securities may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to In the availability of required financial information, as promptly as practicable after event that the Company receives written notice of files a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a shelf registration statement under Rule 415 under the Securities Act for the Shelf pursuant to a Demand Registration Request and such registration becomes effective (such registration statement, a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause Majority Onex Shareholders or the holders of a majority of the Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to remain continuously effective time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to such registration statement by delivering to the Company a written request (a “Shelf Underwriting Request”; the holders delivering such written request are the “Initiating Holders”) for such time period underwritten offering (the “Shelf Underwriting”). As promptly as is specified in the request by the Holderspracticable, but for no time period longer later than two (2) Business Days after receipt of a Shelf Underwriting Request, the period ending on Company, subject to Sections 1(f) and 1(h), shall give written notice (the earliest of (A“Shelf Underwriting Notice”) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) Underwriting Request to the date on which all Holders of record of other Registrable Securities covered by registered on such Shelf Registration Statement have been sold pursuant (“Shelf Registrable Securities”). The Company, subject to the Shelf Registration StatementSections 1(f), 1(g) and (C) the date as of which there are no longer any Registrable Securities covered by 1(h), shall include in such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of Underwriting (x) the expiration Registrable Securities of the Lock-Up Period (as defined below) Initiating Holders and (y) the Registrable Securities registered on such Shelf Registration Statement of any other holder which shall have made a written request to the Company becoming eligible for inclusion in such Shelf Underwriting (which request shall specify the maximum number of such Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Underwriting Request), use it reasonable best efforts to facilitate such Shelf Underwriting. The Company shall, at the request of the Majority Onex Shareholders or the Initiating Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Majority Onex Shareholders or the Initiating Holders to effect such Shelf Underwriting. Once a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statementhas been declared effective, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 Majority Onex Shareholders and the holders of Regulation S-K promulgated under a majority of the Registrable Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in registered on such Shelf Registration Statement may make a secondary resale under each request, and the Company shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement (including, with respect to the Majority Onex Shareholders, Underwritten Block Trades pursuant to Section 1(f)); provided that the aggregate anticipated offering proceeds in any Shelf Registration StatementUnderwriting (including, with respect to the Majority Onex Shareholders, Underwritten Block Trades pursuant to Section 1(f)) exceeds $50 million (unless the Demanding Shareholders request registration of all of their Registrable Securities).

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice If one or more demands made pursuant to Section 2(a) (provided that all necessary documents hereof are for such registration can be obtained and prepared within such 60-day period)a Shelf Registration or any demands are made pursuant to Section 2(i) hereof, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act period for which the Shelf Registration (a “Statement in connection with the first Shelf Registration Statement”requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond one (1) year from the date on which such Shelf Registration Statement initially was declared effective by the Commission and the period for which any subsequent Shelf Registration Statement in connection with the subsequent Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond nine (9) months from the date on which such Shelf Registration Statement initially was declared effective by the Commission (plus, in each case, a number of Business Days equal to the number of Business Days, if any, that the Shelf Registration Statement is not kept effective (including any days for which the use of the prospectus is suspended pursuant to Section 8(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company shall use its reasonable best efforts further agrees, if necessary, to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to supplement or amend the Shelf Registration Statement, and (C) if required by the date as of which there are no longer any Registrable Securities covered rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement in existence. Without limiting or by the generality of the foregoingSecurities Act or by any other rules and regulations thereunder for shelf registration, and the Company shall use its reasonable best efforts agrees to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable furnish to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that whose Registrable Common Stock is required to be included in such Shelf Registration Statement in accordance copies of any such supplement or amendment promptly after its being issued or filed with applicable law, including Item 507 of Regulation S-K promulgated under the Securities ActCommission. Notwithstanding anything any other provision in this Agreement, a Holder shall only request a Shelf Registration, and the Company shall only effect a Shelf Registration, if the Company is eligible to file the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make on Form S-3 (or a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementsuccessor form).

Shelf Registrations. (i) Subject to the availability other applicable provisions of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)this Agreement, the Company shall shall, at the request of the Warburg Majority Holders, prepare and file with within twenty four (24) months after the Securities and Exchange Commission date hereof a registration statement under covering the sale or distribution from time to time by holders of Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form F-3 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the Shelf Registration registration of such Registrable Securities for resale by the holders of the Warburg Registrable Securities in accordance with any reasonable method of distribution elected by the Warburg Majority Holders) (a “Shelf Registration Statement”)) and shall use its best efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable. The On and following the date that is the 24-month anniversary of the date hereof, if a Shelf Registration Statement has been requested by the Warburg Majority Holders, the Company shall shall, subject to the other applicable provisions of this Agreement, use its reasonable best efforts to cause any the Shelf Registration Statement to be declared continuously effective under and usable until such time as there are no longer any Warburg Registrable Securities. The Company shall, prior to the Securities Act as soon as practicable after the initial filing expiration of any such Shelf Registration Statement, and once effective, the Company shall cause such file a new Shelf Registration Statement covering such Warburg Registrable Securities and shall thereafter use its best efforts to remain continuously cause to be declared effective for as promptly as practical, such time period as is specified in the request new Shelf Registration Statement. The Company shall supplement and amend any Shelf Registration Statement if required by the HoldersSecurities Act or the rules, but regulations or instructions applicable to the registration form used by the Company for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, (B) the date on which all Registrable Securities covered by such at any time that any Shelf Registration Statement have been sold pursuant is effective, if a holder of Warburg Registrable Securities delivers a notice to the Shelf Registration Statement, and (C) the date as Company stating that it intends to effect a sale or distribution of which there are no longer any all or part of its Registrable Securities covered included by such it on any Shelf Registration Statement in existence. Without limiting (a “Shelf Offering”) and stating the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all number of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable lawOffering, including Item 507 of Regulation S-K promulgated under then the Securities Act. Notwithstanding anything Company shall amend, subject to the contrary in Section 2(d)(ii)other applicable provisions of this Agreement, any Holder that is named as a selling securityholder in such or supplement the Shelf Registration Statement as may make a secondary resale under be necessary in order to enable such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to be sold and distributed pursuant to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, each Sponsor Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) of Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If any Sponsor Investor desires to sell Registrable Securities pursuant to an underwritten offering, then such Sponsor Investor may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investor desires to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything or are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within three (3) Business Days after receipt of the Company’s notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering), Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the “Shelf Registrable Securities”). The If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors shall deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within ten (10) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(f) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(f), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. In the event that (i) Subject to the availability of required financial information, Company determines that the Exchange Offer Registration provided in Section 2(a) above is not available or may not be consummated as promptly soon as practicable after the Company receives written notice of a request last Exchange Date, (ii) the Exchange Offer is not for a Shelf Registrationany other reason consummated by November 18, but in any event 1998 or (iii) the Exchange Offer has been completed, and within sixty (60) 60 days following the consummation of the mailing Exchange Offer, a Holder notifies the Company that in the opinion of Special Counsel a Registration Statement must be filed and a Prospectus must be delivered by it because (x) such Registrable Notes represent an unsold allotment of the Registrable Notes purchased by the Purchaser from the Company’s notice pursuant , (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)participate in the Exchange Offer, unless the Company has previously done so, the Company shall file with use its commercially reasonable efforts to cause to be filed as soon as practicable after such determination, date or notice of such Special Counsel's opinion is given to the Securities and Exchange Commission Company, as the case may be, a registration statement under the Securities Act Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes and to have such Shelf Registration (a “Shelf Registration Statement”)Statement declared effective by the Commission. The Company shall use its commercially reasonable best efforts to cause any keep the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for a period of three years from the Closing Date or such time shorter period as is specified in which will terminate when all the request Registrable Notes covered by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by . The Company shall also supplement or amend such Shelf Registration Statement in existence. Without limiting if required by the generality of rules, regulations or instructions applicable to the foregoing, registration form used by the Company shall use its reasonable best efforts to prepare or if required by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Shelf Registration Statement Holder with respect to all of the Registrable Securities owned by or issuable information relating to the Holders requesting such Shelf Registration Holder, and to enable use its commercially reasonable efforts to cause any such amendment to become effective and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission become usable as soon as practicable after the later thereafter practicable. The Company agrees to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything furnish to the contrary in Section 2(d)(ii), Holders of Registrable Notes copies of any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without supplement or amendment promptly after its being used or filed with the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementCommission.

Shelf Registrations. (i) Subject to the availability of required financial informationlimitations set forth herein, as promptly as practicable at any time on or after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days closing of the mailing of the Company’s notice pursuant Rights Offering and from time to Section 2(a) (provided that all necessary documents time thereafter, for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission so long as a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an Underwritten Public Offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). An Investor may elect to sell Registrable Securities pursuant to an Underwritten Public Offering by delivering to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such Underwritten Public Offering (the “Shelf Offering”). As promptly as practicable, but in no event later than three (3) business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement or are otherwise permitted to sell in such Shelf Offering if the names of selling stockholders have been omitted from the Shelf Registration Statement. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall will, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act and Canadian Shelf Prospectus for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, Founder will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement and Canadian Shelf Prospectus (“Shelf Registrable Securities”). The If Founder desires to sell Registrable Securities pursuant to an underwritten offering, then Founder may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that Founder desires to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or any other Holder if with respect to which the Company has received timely written requests for inclusion. The Company will, subject to Section 1(e), use commercially reasonable efforts to consummate such resale does not require Shelf Offering within 14 days after the receipt of a supplement to the Shelf Registration StatementOffering Notice.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty Registration from a Holder (60a “Shelf Registration Request”) days and the expiration of the mailing of the Company’s notice pursuant to Section 2(a) Shelf Registration Participation Deadline (provided that all necessary documents for such registration can be obtained and prepared within such 60-day periodas defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Section 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within two Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement filed in accordance with this Section 2(c)(i) to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration StatementStatement and, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Notwithstanding the rights of each Holder under Section 2(c)(i), subject to the availability of required financial information, as promptly as practicable after the Company becomes eligible to file a Shelf Registration Statement on Form S-3 the Company shall file with the Securities and Exchange Commission a Shelf Registration Statement on Form S-3 that includes in such Shelf Registration Statement (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities held by each Holder. No later than five Business Days prior to the initial filing of the initial effective date Shelf Registration Statement pursuant to this Section 2(c)(ii), the Company shall give written notice of such filing to each Holder (the “Shelf Registration Filing Notice”). Within two Business Days after the receipt of the Shelf Registration Filing Notice each holder shall send the Company a written notice specifying the number of Registrable Securities then held by each Holder or, at the option of such Holder, a lesser number of Registrable Securities to be included in such Shelf Registration Statement, as well as any additional information requested by the Company pursuant to Section 5(c). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement filed in accordance with this Section 2(c)(ii) to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period ending on the earliest of (BA) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, Statement and (CB) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting In the generality event that a Shelf Registration Statement is effective, Holders representing Registrable Securities with a market value of at least $15 million (or such lesser amount if all Registrable Securities available for sale pursuant to such registration statement held by a Holder are requested to be included) shall have the foregoingright at any time or from time to time to elect to offer and sell (including pursuant to an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains effective, and the Company shall pay all Registration Expenses in connection therewith. The applicable Holders shall make such election by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Company shall, as expeditiously as possible (and in any event within 10 days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to prepare a facilitate such Shelf Registration Statement with respect to all Offering. The Company shall, at the request of any Holder of the Registrable Securities owned covered by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, file any prospectus supplement or, if the Company may require such Holder to deliver all information about such Holder that is required to be included in such applicable Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the an Automatic Shelf Registration Statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holders to effect such Shelf Offering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (xi) the expiration of the Lock-Up Period (as defined US-DOCS\113842189.9 below) and (yii) the Company Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Equity Owner Parties may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Holder of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request Short-Form Registration Statement for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Fortress Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering, subject to the limitations set forth below) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the Fortress Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Fortress Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Fortress Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”); provided that the Fortress Investors shall use its reasonable best efforts not be permitted to cause request more than three (3) Shelf Offerings (provided that a Demand Registration and substantially concurrent Shelf Offering shall count as one (1) single Shelf Offering and not a separate Demand Registration) in any period of twelve (12) calendar months whether or not such requests are revoked or withdrawn in accordance with Section 1(j). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Registration Statement to be declared effective under Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, Offering Notice to the Company shall cause such Other Investors of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion; provided that, notwithstanding the provisions of this Section 1(d), no Other Investors will be permitted to participate in a Shelf Offering without the written consent of the Holders representing a Majority of the Registrable Securities or any other Holder if Fortress Investors. The Company will, as soon as reasonably practicable, but subject to Section 1(e), use its commercially reasonable efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Majority Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the Majority Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Majority Holders may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Majority Holders desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for that a registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period”), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration to be registered on Form S-3 (or any successor form), and the Company shall use its reasonable best efforts to remain eligible to use Form S-3 (including, if applicable, an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”)). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for such time period as is specified in the request resale of all the Registrable Securities held by the Holders, but for no time period longer than the period ending on the earliest of (A) the third tenth anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Up-C Unit Holders requesting such Shelf Registration in accordance with the terms of the Exchange Agreement to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after within 30 days following the later to occur of (x) the expiration consummation of the Locktransactions contemplated by the Merger Agreement; provided that any of the Up-Up Period (as defined below) and (y) C Unit Holders may, with respect to itself, instruct the Company becoming eligible in writing not to file a include in such Shelf Registration Statement for a Shortthe Registrable Securities owned by or issuable to such Up-Form RegistrationC Unit Holder. In order for any Holder of the Up-C Unit Holders to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the VEP Stockholders that are Shelf Participants will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). The Majority VEP Stockholders that are Shelf Participants may make such election by delivering to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Shares that the holders desire to cause any sell pursuant to such offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two business days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Stockholders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement Shares that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Registration Statement without Offering all Shelf Registrable Shares with respect to which the consent Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Stockholder) within seven days after the receipt of the Holders representing Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within 20 days after the receipt of a Majority of the Registrable Securities or any other Holder if Shelf Offering Notice), but subject to Section 1(e), use its best efforts to facilitate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) of Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (ia) Subject to the availability of financial information required financial informationby applicable securities laws, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) 2.3 (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming is eligible to file a Shelf Registration Statement for a Short-Short Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts ) is and remains effective, the Sponsor Investors will have the right at any time or from time to cause any time to elect to sell pursuant to an offering (including an underwritten offering) Shelf Registration Statement Registrable Securities pursuant to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, and once effectivethen the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date will give written notice of such Shelf Registration Statement, (B) the date on which Offering Notice to all other Holders of Shelf Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Requesting Holder will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the Requesting Holder desires to sell Registrable Securities pursuant to an underwritten offering, then the Requesting Holder may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Requesting Holder desires to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 6, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Majority Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The If the Majority Holders desire to sell Registrable Securities pursuant to an underwritten offering, they shall deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Registration Statement without Offering all Shelf Registrable Securities with respect to which the consent Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder if Registrable Securities) within three (3) Business Days after the receipt of the Holders representing Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within 20 days after the receipt of a Majority of the Registrable Securities or any other Holder if Shelf Offering Notice), but subject to Section 1(e), use its best efforts to facilitate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. The Company will use its best efforts to file, no later than three business days after Closing, a shelf registration statement (i"SHELF REGISTRATION STATEMENT NO.1") Subject on Form S-3 covering 50% of the shares of Common Stock issued to the availability of required financial information, as promptly as practicable after Shareholders at the Effective Time by the Company receives written notice of as a request for a Shelf Registration, but in any event within sixty (60) days result of the mailing Merger together with all of the Company’s notice Common Stock issued to certain Shareholders in exchange for the Loans pursuant to Section 2(a2.6 of the Acquisition Agreement and thereafter shall use its best efforts to cause Shelf Registration Statement No. 1 to be declared effective as soon as practicable following such filing and to maintain such effectiveness for a period of 2 years from the date it is declared effective by the Commission. The Company will use its best efforts to file, no later than 150 days after Closing, a shelf registration statement ("SHELF REGISTRATION STATEMENT NO.2") on Form S-3 covering 30% of the shares of Common Stock issued to the Shareholders at the Effective Time by the Company as a result of the Merger and thereafter shall use its best efforts to cause Shelf Registration Statement No. 2 to be declared effective as soon as practicable following such filing and to maintain such effectiveness for a period of 2 years from the date it is declared effective by the Commission. The Company will use its best efforts to file, no later than 270 days after Closing, a shelf registration statement (provided that all necessary documents "SHELF REGISTRATION STATEMENT NO.3", along with Shelf Registration Statement No.1 and Shelf Registration Statement No. 2, the "SHELF REGISTRATION STATEMENTS") on Form S-3 covering the remaining 20% of the shares of Common Stock issued to the Shareholders at the Effective Time by the Company as a result of the Merger (including any Escrowed Consideration) and thereafter shall use its best efforts to cause Shelf Registration Statement No. 3 to be declared effective as soon as practicable following such filing and to maintain such effectiveness for such registration can be obtained and prepared within such 60-day period)a period of 2 years from the date it is declared effective by the Commission. Notwithstanding anything to the contrary set forth herein, the Company shall file with have the Securities and Exchange Commission a registration statement under right to prohibit the Securities Act for sale of Common Stock by the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts Party Shareholders pursuant to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such each Shelf Registration Statement, during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and once effectiveending on a date 90 days after the effective date of, a Company initiated registration in which the Company is selling securities on its own behalf, or such longer post-effective periods as may be reasonably required by the underwriter or underwriters if such offering is underwritten. In connection with each Registration Statement, the Company shall cause will use its best efforts to effect, and to maintain the effectiveness of, such other registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or "blue sky" laws and compliance with any other applicable governmental requirements or regulations), if any, as any selling Shareholder may reasonably request and that would permit or facilitate the sale of shares subject to such Shelf Registration Statement (provided however that the Company shall not be required in connection therewith to remain continuously qualify to do business or to file a general consent to service of process in any such state or jurisdiction), in each case so that all other such registrations, qualifications and compliances will be effective for such time as much of the same period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant as is reasonably practicable. The Company will from time to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such time amend or supplement each Shelf Registration Statement in existence. Without limiting and the generality of prospectuses contained therein as and to the foregoingextent necessary to comply with the 1933 Act, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by Exchange Act and any applicable state securities statute or issuable regulation, subject to the Holders requesting such Shelf Registration following limitations and qualifications. Subject to enable and cause such Shelf Registration Statement the provisions of this Section 1, when a Shareholder is entitled to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later sell shares pursuant to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company shall, within two (2) trading days following a request from such Shareholder, furnish to such Shareholder a reasonable number of copies of the prospectus in conformity with the requirements of the 1933 Act, and such other documents as such Shareholder may require reasonably request, and any supplement to or amendment of such Holder prospectus as may be necessary so that, as thereafter delivered to deliver all information about the purchasers of such Holder that is shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be included stated therein or necessary to make the statements therein not misleading or incomplete in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent light of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementcircumstances then existing.

Shelf Registrations. (i) Subject to the availability second sentence of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to this Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period1(d), the Company shall file with the Securities and Exchange Commission for so long as a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Investors will have the right at any time (and from time to time), to elect to sell pursuant to an offering (including an underwritten offering) of Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the Investors desire to sell Registrable Securities pursuant to an underwritten offering, then such Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”), provided that the Investors shall use its reasonable best efforts not be permitted to cause request more than two (2) Shelf Offerings in any period of twelve (12) calendar months during the term of this Agreement whether or not such requests are revoked or withdrawn in accordance with Section 1(h). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Registration Statement to be declared effective under Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything or are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within three (3) Business Days after receipt of the Company’s notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within thirty (30) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use commercially reasonable efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the holders of a majority of the Summit Investor Registrable Securities will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Summit Investor Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The holders of a majority of the Summit Investor Registrable Securities may make such election by delivering to the Company shall a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other holders of Registrable Securities, who will be identified as selling stockholders in such Shelf Registration Statement. The Company, subject to Section 1E and Section 8, will include in such Shelf Offering all Shelf Registrable Securities and Other Registrable Securities available for sale pursuant to such registration statement with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities and such Other Registrable Securities intended to be disposed of by such holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice), but subject to Section 1E, use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission SEC a registration statement on Form F-3 under the Securities Act (or other appropriate short-form registration statement then permitted by the SEC’s rules and regulations) for the Shelf Registration, which shall be an Automatic Shelf Registration Statement if the Company is then eligible to use such registration statement (a “Shelf Registration Statement”). Notwithstanding and without prejudice to or limiting the foregoing, the Company shall use its best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting their Registrable Securities to be included in such Shelf Registration and to file, or enable and cause such Shelf Registration Statement to be filed, with the SEC as soon as practicable (and in any event, no later than thirty days) following the date on which the Company becomes eligible to file a Shelf Registration Statement for a Short-Form Registration. The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective under the Securities Act (including, if necessary, by filing with the SEC a post- effective amendment or a supplement to such registration statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending such registration statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such time period as is specified in the request registration statement or by the HoldersSecurities Act, but for no any state securities or blue sky laws, or any other rules and regulations thereunder) until such time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which that all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement registration statement cease to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form RegistrationRegistrable Securities. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including pursuant to Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)Registration from a Controlling Holder, the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything Upon the written request of a Controlling Holder at such time when the Corporation is not a WKSI, the Corporation will file and seek the effectiveness of a post-effective amendment to an existing Shelf Registration Statement in order to register up to the contrary in Section 2(d)(ii)number of Shares previously taken down off of such shelf and not yet “reloaded” onto such Shelf Registration Statement. If at the time of such request the Corporation is a WKSI, any Holder that is named as a selling securityholder in such Shelf Registration Statement may make may, at the request of such Controlling Holder, cover an unspecified number of Shares to be sold by the Corporation and the Holders. In the case of a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferee Holders.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (xi) the expiration of the Lock-Up Period (as defined below) and (yii) the Company Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Equity Owner Parties may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Holder of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Majority Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The Majority Holders may elect to sell Registrable Securities pursuant to an underwritten offering by delivering to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Registration Statement without Offering all Shelf Registrable Securities with respect to which the consent Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Holders representing Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within 20 days after the receipt of a Majority of the Registrable Securities or any other Holder if Shelf Offering Notice), but subject to Section 1(e), use its best efforts to facilitate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty paragraph (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day periodiii), the Company shall file with the Securities and Exchange Commission for so long as a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any Stockholder will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering); provided that the aggregate anticipated offering price, net of any underwriting discounts and commissions, of each such underwritten offering is at least $50,000,000 of Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the “Shelf Registrable Securities”). If any Stockholder desires to sell Registrable Securities pursuant to an underwritten offering, such Stockholder shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such Stockholders desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Stockholders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering; provided, however, that the Company will not give written notice of or participation rights with respect to any block (or similar) trades that are not underwritten. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Stockholder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Lateral Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). A Lateral Investor may elect to sell Registrable Securities pursuant to an underwritten offering by delivering to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, may include in such Shelf Offering any number of shares of Common Stock the Company desires to sell in such Shelf Offering and will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (a) (i) Subject to As soon as reasonably practicable after the date hereof (including taking into account the availability of the pro forma financial statements required financial information, as promptly as practicable after to be included in the Company receives written notice of a request for a Shelf Registrationregistration statement), but in any event within sixty no later than 120 days after the date hereof, and (60ii) on or prior to the date that is 60 days prior to the seventh anniversary of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)Closing Date, the Company shall will file with the Securities and Exchange Commission a registration statement on Form S-3 pursuant to Rule 415 or any similar short-form registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) to register the resale of all the Registrable Securities (a “Shelf Registration”); provided, that any Shelf Registration made on or prior to the 60th day prior to the seventh anniversary of the Closing Date is not required to include the resale of the Delayed Registrable Securities; provided, however, that with respect to any such Shelf Registration in effect on the 60th day prior to the seventh anniversary of the Closing Date, the applicable Shelf Registration Statement must be amended (with such amendment effective no later than the seventh anniversary of the Closing Date) to include the resale of the Delayed Registration Securities. If the Company is a WKSI at the time of any Shelf Registration, the Shelf Registration Statement filed with respect to such Shelf Registration will be an automatic shelf registration statement (as defined in Rule 405) (such Shelf Registration, an “Automatic Shelf Registration”). The Company shall will use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statementfiling, and once effective, the Company shall will cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on until the earliest of (Ax) with respect to an Automatic Shelf Registration, the third anniversary of the initial effective date of such Shelf Registration StatementStatement becomes effective, (By) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the applicable Shelf Registration StatementRegistration, and (Cz) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the holders of a majority of the Summit Investor Registrable Securities will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Summit Investor Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The Company shall holders of a majority of the Summit Investor Registrable Securities may make such election by delivering to Holdings a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) business days after receipt of a Shelf Offering Notice, Holdings will give written notice of such Shelf Offering Notice to all other holders of Registrable Securities, who will be identified as selling stockholders in such Shelf Registration Statement. Holdings, subject to Section 1E and Section 8, will include in such Shelf Offering all Shelf Registrable Securities and Other Registrable Securities available for sale pursuant to such registration statement with respect to which Holdings has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities and such Other Registrable Securities intended to be disposed of by such holder) within seven (7) days after the receipt of the Shelf Offering Notice. Holdings will, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice), but subject to Section 1E, use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any Existing Shareholder will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), provided such registered offerings are not less than US$2,000,000. Any Existing Shareholder may make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 6, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven days after the receipt of the Shelf Offering Notice. The Company shall will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (ia) Subject to Promptly following the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)Closing Date, the Company Issuer shall file with the Securities and Exchange Commission use its commercially reasonable efforts to prepare a registration statement under the Securities Act for (the Shelf Registration (a “Shelf Registration Statement”). The Company ) for a registration pursuant to Rule 415 under the Securities Act on Form S-3 (a “Shelf Registration”) and, if the Issuer is a WKSI at the time of filing the Shelf Registration Statement, such Shelf Registration shall use its reasonable best efforts be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”) with respect to cause any all of the Registrable Securities (or such other number of Registrable Securities specified in writing by the Holder thereof) to enable such Shelf Registration Statement to be declared effective under filed with the Securities Act Commission as soon as practicable after possible following the initial Closing Date, but in no event later than 120 days following the Closing Date. The Issuer will notify each holder of Registrable Securities within two Business Days of the filing of such Shelf Registration Statement, and once effective, . (b) In the Company shall cause such event that a Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holderseffective, but for no time period longer than the period ending on the earliest any holder of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement shall have been sold the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration StatementStatement remains in effect, and (C) the date as Issuer shall pay all Registration Expenses in connection therewith. Any holder of which there are no longer any Registrable Securities covered shall make such election by delivering to the Issuer a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that such holder desires to sell pursuant to such offering (the “Shelf Offering”); provided that a Shelf Offering Notice may only be made if the sale of Registrable Securities requested to be sold are reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (unless any such holder of Registrable Securities is proposing to sell all of its remaining Registrable Securities). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Notice, the Issuer shall give written notice of such Shelf Offering Notice to all other holders of Shelf Registrable Securities. The Issuer, subject to Section 1(e) and Section 7 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Issuer for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Shelf Registration Statement in existence. Without limiting holder) within five Business Days after the generality receipt of the foregoingShelf Offering Notice. The Issuer shall, as expeditiously as possible (and in any event within 10 Business Days after the Company shall receipt of a Shelf Offering Notice), but subject to Section 1(f) hereof, use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting facilitate such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form RegistrationOffering. In order for any Each Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require agrees that such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named shall treat as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to confidential the Shelf Registration Statement.Offering Notice and shall not A-2

Shelf Registrations. (ia) Subject If the Initiating Holders request that the Company file a Shelf Registration Statement for a public offering of all or any portion of the Registrable Common Stock held by such Holders at any time that the Company is eligible to use Form S-11, Form S-3 or any successor thereto then available to the availability of required financial information, as promptly as practicable after Company providing for the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice resale pursuant to Section 2(a) (provided that Rule 415 from time to time by the Holders of any and all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration Registrable Common Stock (a “Shelf Registration Statement”). The , then the Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under register and maintain the Securities Act as soon as practicable after the initial filing effectiveness of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on until the earliest to occur of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all of the Registrable Securities covered by such Shelf Registration Statement have Common Stock either (i) has been sold registered effectively pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it or (ii) distributed to the public pursuant to Rule 144 or is saleable pursuant to Rule 144(k) promulgated by the SEC pursuant to the Securities Act pursuant to a Shelf Registration Statement, and for public sale in accordance with the method of disposition specified in such notice (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoingincluding, without limitation, one or more underwritten offerings), the number of shares of Registrable Common Stock specified in such notice. Whenever the Company shall is required by this Section 4 to use its reasonable best efforts to prepare a Shelf Registration Statement effect the registration of Registrable Common Stock, 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 respect the opportunity to participate in the offering) shall apply to such registration. There is no limitation on the number of registrations pursuant to this Section 4 that the Company is obligated to effect until the earliest to occur of the date on which all of the Registrable Securities owned by or issuable Common Stock either (i) has been registered effectively pursuant to the Holders requesting such Shelf Registration to enable Securities Act and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur disposed of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K the Registration Statement relating to it or (ii) distributed to the public pursuant to Rule 144 or is saleable pursuant to Rule 144(k) promulgated under by the SEC pursuant to the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, as 2.5.1 As promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)date hereof, the Company shall prepare and file with the United States Securities and Exchange Commission a registration statement under (the Securities Act for “SEC”), one or more Registration Statements (collectively, the Shelf Registration (a “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, and the rules and regulations of the SEC promulgated thereunder, as from time to time amended (the “Securities Act”) registering the resale from time to time of Common Stock (as defined below) issued or issuable under the Warrants by Holders (“Electing Holders”) of Warrants and/or shares of Common Stock so issued or issuable (such Common Stock, collectively, “Registrable Securities”) who have provided the Company with a Notice and Questionnaire in the Form of Exhibit B (the “Notice and Questionnaire”). The Company shall give written notice of the filing of each Shelf Registration Statement (and each amendment thereto) at least fifteen (15) days prior to filing each such Registration Statement to all Holders of Registrable Securities, together with a copy of such Notice and Questionnaire and a request to complete and return such Notice and Questionnaire, and shall include in such Registration Statements all Registrable Securities of Electing Holders. The Shelf Registration Statement shall be on Form S-3 if the Company is eligible to use its Form S-3 or another appropriate form permitting registration of such Common Stock for resale. The Company shall use reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable possible after the initial filing of such Shelf Registration Statementfiling, and once effective, to keep the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in under the request by Securities Act at all times until the Holders, but for no time period longer than the period ending on the earliest earlier of (Ax) three months following the third anniversary of the initial effective date of such Shelf Registration Statement, Expiration Date and (By) the date on which (i) all Registrable Securities covered shares of Common Stock issued or issuable under the Warrants by persons who are not affiliates of the Company are or would upon issuance be freely tradable under United States federal securities laws subject only to the requirement in Rule 144(i)(2) that the Company have filed all required SEC reports (other than Form 8-K reports) in the preceding 12 months and (ii) the share certificates for such Shelf Registration Statement have been sold Common Stock that would be issued following transfer pursuant to Rule 144(i)(2) would be issued without any restrictive legends (the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii“Effectiveness Period”), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Investors will have the right at any time or from time to time to elect to sell, pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). An Investor may elect to sell Registrable Securities pursuant to an underwritten offering by delivering to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holder desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than five (5) business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) business days after the receipt of the Shelf Offering Notice. The Company shall will, as promptly as reasonably practicable (and in any event within thirty (30) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company Offering. Delivery of a Shelf Offering Notice by an Investor shall cause such Shelf Registration Statement to remain continuously effective for such time period count as is specified in the request by such Investor of one (1) Demand Registration unless the Holders, but for no time period longer than Shelf Offering Notice is revoked by the period ending on the earliest of (A) the third anniversary Investor prior to completion of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold Offering pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii1(i), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (iAt any time that a Shelf Registration is effective, if any holder or group of holders described in Section 3(a) Subject of Registrable Shares that has a right to request a Short-Form Registration pursuant to such Section 3(a) delivers a notice to the availability Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of required financial information, as promptly as practicable after the Company receives written notice all or part of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for its Registrable Shares included by it on the Shelf Registration (a an “Underwritten Shelf Registration StatementOffering”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under ) and stating the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of approximate number (Aor range) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required Shares to be included in the Underwritten Shelf Offering and, at the option of the holder or group of holders delivering the notice, the anticipated per share price range for such offering, then the Company shall amend or supplement the Shelf Registration as may be necessary in order to enable such Registrable Shares to be distributed pursuant to the Underwritten Shelf Offering (taking into account the inclusion of Registrable Shares by any other holders thereof pursuant to the terms of the next sentence of this Section 3(c)). In connection with any Underwritten Shelf Offering, the Company shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other holders of Registrable Shares included on such Shelf Registration Statement in accordance with applicable lawand, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything subject to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the 3(d) permit each holder to include its Registrable Securities or any other Holder if such resale does not require a supplement to Shares included on the Shelf Registration Statementand permit each holder to include its Registrable Shares included on the Shelf Registration in the Underwritten Shelf Offering if such holder notifies the proposing holders and the Company no later than 9:00 a.m., New York City time, on the business day immediately following the Take-Down Notice Delivery Time; it being understood that for purposes of this Section 3(c), the “Take-Down Notice Delivery Time” shall be deemed to be the date of delivery of such notice if it is delivered to holders at or prior to 12:00 p.m. New York City time and shall be deemed to be the business day immediately following delivery of such notice if it is delivered to holders after 12:00 p.m. New York City time.

Shelf Registrations. In the event that (i) Subject to the availability of required financial information, Company determines that the Exchange Offer Registration provided in Section 2(a) above is not available or may not be consummated as promptly soon as reasonably practicable after the Company receives written notice of a request last Exchange Date, (ii) the Exchange Offer is not for a Shelf Registrationany other reason consummated by April 1, but in any event 1997 or (iii) the Exchange Offer has been completed, and within sixty (60) 60 days following the consummation of the mailing Exchange Offer, a Holder notifies the Company that in the opinion of Special Counsel a Registration Statement must be filed and a Prospectus must be delivered by it because (x) such Registrable Notes represent an unsold allotment of the Registrable Notes purchased by the Purchasers from the Company’s notice pursuant , (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)participate in the Exchange Offer, unless the Company has previously done so, the Company shall file with use its reasonable best efforts to cause to be filed as soon as reasonably practicable after such determination, date or notice of such Special Counsel's opinion is given to the Securities and Exchange Commission Company, as the case may be, a registration statement under the Securities Act Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes and to have such Shelf Registration (a “Shelf Registration Statement”)Statement declared effective by the Commission. The Company shall use its reasonable best efforts to cause any keep the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for a period of three years from the Closing Date or such time shorter period as is specified in which will terminate when all the request Registrable Notes covered by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by . The Company shall also supplement or amend such Shelf Registration Statement in existence. Without limiting if required by the generality of rules, regulations or instructions applicable to the foregoing, registration form used by the Company shall use its reasonable best efforts to prepare or if required by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Shelf Registration Statement Holder with respect to all of the Registrable Securities owned by or issuable information relating to the Holders requesting such Shelf Registration Holder, and to enable use reasonable efforts to cause any such amendment to become effective and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission become usable as soon as practicable after the later thereafter reasonably practicable. The Company agrees to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything furnish to the contrary in Section 2(d)(ii), Holders of Registrable Notes copies of any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without supplement or amendment promptly after its being used or filed with the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementCommission.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any Sponsor Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If any Sponsor Investor desires to sell Registrable Securities pursuant to an underwritten offering, then such Sponsor Investor may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such Sponsor Investor desires to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within two (2) Business Days after receipt of notice from the Company, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within five (5) Business Days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, as As promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty Registration from a Holder (60a “Shelf Registration Request”) days and the expiration of the mailing of the Company’s notice pursuant to Section 2(a) Shelf Registration Participation Deadline (provided that all necessary documents for such registration can be obtained and prepared within such 60-day periodas defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) (and, in no event longer than 30 days after the date of delivery of a Shelf Registration Request, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities that made the Shelf Offering Request). As promptly as practicable, but no later than five Business Days after the date of delivery of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and 9 hereof and the MTN Shareholder Arrangements (as defined below), shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within five Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”); provided however, if on the date of a Shelf Registration Request the Company is a WKSI, then such Shelf Registration Request may request registration of an unspecified amount of Registrable Securities. The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration StatementStatement and, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration StatementStatement or such longer period as such Shelf Registration Statement shall be effective, in which case the Company shall cause a new Shelf Registration Statement to become effective prior to such anniversary or other date, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, Statement and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to At any time following the availability of required financial informationIPO, as promptly as practicable after the Required Holders may request in writing that the Company receives written notice of a request for a Shelf Registrationeffect the registration described in Section 1(a) on Form F-3 or any successor form thereto (or, but in if applicable, Form S-3 or any event within sixty (60successor form thereto) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The ) (provided that the Company shall is eligible to use its such form) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act and to use reasonable best efforts to cause any such registration statement to become effective and to maintain the effectiveness of such shelf registration statement with respect to such Registrable Securities in the Company of Holders participating in the registration for the period provided in Section 1(g) hereof (a “Shelf Registration Statement to be declared effective Demand Registration”). To the extent the Company is a well-known seasoned issuer (a “WKSI”) (as defined in Rule 405 under the Securities Act as soon as practicable after Act) at the initial filing of such time any Required Holders make a Shelf Registration Statement, and once effectiveDemand Registration, the Company shall cause such file a Shelf Registration Statement under procedures applicable to remain continuously effective for such time period as is specified WKSIs. The Company shall not be obligated to file more than one Shelf Demand Registration in the request any twelve-month period. If (x) a Shelf Registration Statement filed pursuant to Section 1(c) includes securities to be issued by the Holders, but for no time period longer than the period ending on the earliest of Company and (Ay) immediately prior to the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all any Registrable Securities covered by remain unsold under such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by Company will, prior to such third anniversary, file a new Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall relating to such unsold Registrable Securities and will use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed declared effective within 180 days after such third anniversary, and maintained with will take all other action necessary or appropriate to permit the Securities public offering and Exchange Commission as soon as practicable after the later to occur of (x) the expiration sale of the Lock-Up Period (remaining Registrable Securities to continue as defined below) and (y) contemplated in the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such expired Shelf Registration Statement, the Company may require provided that such Holder to deliver all information about such Holder that is required to be included in such filing of a new Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything will be limited to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementone time.

Shelf Registrations. (i) Subject to the availability of required financial informationlimitations set forth herein, as promptly as practicable at any time on or after the Company receives written notice date of a request this Agreement and from time to time thereafter, for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission so long as a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an Underwritten Public Offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The Investor may elect to sell Registrable Securities pursuant to an Underwritten Public Offering by delivering to the Company shall a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that Investor desires to sell pursuant to such Underwritten Public Offering (the “Shelf Offering”). As promptly as practicable, but in no event later than three (3) business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all Other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement or are otherwise permitted to sell in such Shelf Offering if the names of selling stockholders have been omitted from the Shelf Registration Statement. The Company, subject to Section 1(e) and Section 6, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. Notwithstanding the foregoing, no Holders (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in any Shelf Offering without the written consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementSponsor Investors.

Shelf Registrations. (ia) Subject to Shelf Registration of Perpetual Preferred Shares. On the availability date of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)this Agreement, the Company shall prepare and file with the Securities and Exchange Commission SEC a registration statement Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act for the or any successor rule thereto (or amend an existing Automatic Shelf Registration Statement or file a prospectus supplement that shall be deemed to be part of an existing Automatic Shelf Registration Statement in accordance with Rule 430B under the Securities Act) (a “Shelf Registration Statement”) covering all Registrable Securities that are Perpetual Preferred Shares held by the Investors pursuant to a shelf registration 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 (a “Shelf Registration”). If permitted under the Securities Act, such Shelf Registration Statement shall be an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act. The Shelf Registration shall provide for the resale of such Registrable Securities from time to time by and pursuant to any method or combination of methods legally available to the Investors (including, without limitation, an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, block trades, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under comply with the applicable provisions of the Securities Act as soon as practicable after with respect to the initial filing disposition of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 the intended methods of Regulation S-K promulgated under disposition by the Securities Act. Notwithstanding anything to Parent and the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementInvestors thereof.

Shelf Registrations. In the event that (i) Subject to the availability of required financial information, Company determines ------------------- that the Exchange Offer Registration provided in Section 2(a) above is not available or may not be consummated as promptly soon as practicable after the Company receives written notice of a request last Exchange Date, (ii) the Exchange Offer is not for a Shelf Registrationany other reason consummated by February 26, but in any event 1998 or (iii) the Exchange Offer has been completed, and within sixty (60) 60 days following the consummation of the mailing Exchange Offer, a Holder notifies the Company that in the opinion of Special Counsel a Registration Statement must be filed and a Prospectus must be delivered by it because (x) such Registrable Notes represent an unsold allotment of the Registrable Notes purchased by the Purchaser from the Company’s notice pursuant , (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period)participate in the Exchange Offer, unless the Company has previously done so, the Company shall file with use its commercially reasonable efforts to cause to be filed as soon as practicable after such determination, date or notice of such Special Counsel's opinion is given to the Securities and Exchange Commission Company, as the case may be, a registration statement under the Securities Act Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes and to have such Shelf Registration (a “Shelf Registration Statement”)Statement declared effective by the Commission. The Company shall use its commercially reasonable best efforts to cause any keep the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for a period of three years from the Closing Date or such time shorter period as is specified in which will terminate when all the request Registrable Notes covered by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by . The Company shall also supplement or amend such Shelf Registration Statement in existence. Without limiting if required by the generality of rules, regulations or instructions applicable to the foregoing, registration form used by the Company shall use its reasonable best efforts to prepare or if required by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Shelf Registration Statement Holder with respect to all of the Registrable Securities owned by or issuable information relating to the Holders requesting such Shelf Registration Holder, and to enable use its commercially reasonable efforts to cause any such amendment to become effective and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission become usable as soon as practicable after the later thereafter practicable. The Company agrees to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything furnish to the contrary in Section 2(d)(ii), Holders of Registrable Notes copies of any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without supplement or amendment promptly after its being used or filed with the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementCommission.

Shelf Registrations. (ia) Subject to Buyer shall prepare and file with the availability of required financial informationCommission, as promptly soon as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty no later than forty-five (6045) days of following the mailing of date hereof (the Company’s notice "Filing Date"), a Registration Statement for an offering to be made on a continuous basis pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under Rule 415 of the Securities Act for the Shelf Registration (or any successor rule or similar provision then in effect) (a “"Shelf Registration Statement”Registration") registering the resale from time to time by the Stockholders thereof of all of the Registrable Shares (the "Initial Shelf Registration"). The Company Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Shares for resale by the Stockholders. Buyer shall use its reasonable best efforts to cause any the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after (and shall promptly notify in writing the initial filing of such Stockholders once the Initial Shelf Registration Statementhas been declared effective) and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earlier of the: (i) expiration of the Effectiveness Period; (ii) second anniversary (plus any Blackout Period, and once effective, as defined below) from the Company date the Initial Shelf Registration covering all of the Registrable Shares has been declared effective under the Securities Act; (iii) date all of the Registrable Shares part of the Initial Shelf Registration are sold; or (iv) date a Subsequent Shelf Registration (as defined below) covering all of the Registrable Shares has been declared effective under the Securities Act. Any holder of Registrable Shares shall cause such be permitted to withdraw all or any part of the Registrable Shares from a Shelf Registration Statement at any time prior to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, ) is and once remains effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest each of (A) the third anniversary holders of a majority of the initial effective date of such Shelf Registration Statement, Sponsor Investor Registrable Securities at any time and from time to time and (B) the date on which all holders of a majority of the Solon Group Registrable Securities covered by such Shelf Registration Statement at any time and from time to time following the first anniversary of the closing of the initial Public Offering will have been sold the right to elect to sell pursuant to the Shelf Registration Statement, and an offering (Cincluding an underwritten offering) the date as of which there are no longer any Registrable Securities covered by pursuant to such registration statement (“Shelf Registration Statement in existenceRegistrable Securities”). Without limiting the generality If either of the foregoingholders of a majority of the Sponsor Investor Registrable Securities or the holders of a majority of the Solon Group Registrable Securities desires to sell Registrable Securities pursuant to an underwritten offering, then each of the holders of a majority of the Sponsor Investor Registrable Securities and the holders of a majority of the Solon Group Registrable Securities may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors or the Solon Group desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two Business Days after receipt of a Shelf Offering Notice, the Company shall use its reasonable best efforts to prepare a will give written notice of such Shelf Registration Statement with respect Offering Notice to all other Holders of the Shelf Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission that have been identified as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Sections 1(e) and 1(g) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Sections 1(e) and 1(g), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, each of (i) the holders of a majority of the Sponsor Investor Registrable Securities at any time and from time to time and (ii) the holders of a majority of the Solon Group Registrable Securities at any time and from time to time following the first anniversary of the closing of the initial Public Offering will have the right to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). The If either of the holders of a majority of the Sponsor Investor Registrable Securities or the holders of a majority of the Solon Group Registrable Securities desires to sell Registrable Securities pursuant to an underwritten offering, then each of the holders of a majority of the Sponsor Investor Registrable Securities and the holders of a majority of the Solon Group Registrable Securities may deliver to the Company shall use its reasonable best efforts a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors or the Solon Group desires to cause any sell pursuant to such underwritten offering (the “Shelf Registration Statement to be declared effective under Offering”). As promptly as practicable, but in no event later than two Business Days after receipt of a Shelf Offering Notice, the Securities Act as soon as practicable after the initial filing Company will give written notice of such Shelf Registration Statement, and once effective, the Company shall cause such Offering Notice to all other Holders of Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that have been sold pursuant to the Shelf Registration Statement, and (C) the date identified as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included stockholders in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything and are otherwise permitted to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder sell in such Shelf Registration Statement may make a secondary resale under Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration Statement without the consent of the Holders representing a Majority of the Offering. The Company, subject to Sections 1(e) and 1(g) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities or with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any other Holder if event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Sections 1(e) and 1(g), use its best efforts to consummate such resale does not require a supplement to the Shelf Registration StatementOffering.

Shelf Registrations. (i) Subject to the availability of required financial information, For so long as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the a Shelf Registration (a “Shelf Registration Statement”) covering the resale of Registrable Securities held by a Demand Holder is and remains effective, the Tornante Holders, the Mxxxxxx Holders and the MDP Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect; provided, that the Company shall not be required to effect an underwritten offering of such Shelf Registrable Securities unless the aggregate offering value of the Registrable Securities requested to be sold thereby is at least $25,000,000. The holders of a majority of the Registrable Securities held by such Demand Holder shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the applicable Demand Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(g) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company shall will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(g), use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of facilitate such Shelf Registration Statement, and once effective, Offering. Each Holder agrees that such holder shall treat as confidential the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary receipt of the initial effective date of such Shelf Registration Statement, (B) Offering Notice and shall not disclose or use the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder information contained in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement Offering Notice without the prior written consent of the Holders representing Company until such time as the information contained therein is or becomes available to the public generally, other than as a Majority result of disclosure by the holder in breach of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementterms of this Agreement.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registrationreasonably practicable, but in any no event within sixty later than forty-five (6045) calendar days following the date of the mailing closing of the Company’s notice pursuant to Section 2(a) Merger (provided that all necessary documents for such registration can be obtained and prepared within such 60-day periodthe “Anticipated Filing Date”), the Company shall use its reasonable best efforts to file with the Securities and Exchange Commission a registration statement under the Securities Act for to permit the Shelf Registration public resale of all of the Registerable Securities held by all Holders (and certain other equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (a “Shelf Registration Statement”). The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder; provided, however, that the Company shall not include in such Shelf Registration Statement the Registrable Securities of a Holder if (i) such Holder has provided notice to the Company, no later than 15 calendar days after the closing of the Merger, that such Holder’s Registrable Securities shall not be included in such Shelf Registration Statement or (ii) the Company has not received such information reasonably necessary about the Holder to include such Holder’s Registrable Securities in such Shelf Registration Statement, or has not received executed copies of documents reasonably requested by the Company in connection with such Shelf Registration Statement, at least 10 calendar days before the Anticipated Filing Date (the “Shelf Registration Participation Deadline”). For the avoidance of doubt, the inclusion of a Holder’s Registerable Securities in the Shelf Registration Statement and the effectiveness of such Shelf Registration shall not relieve any Holder of its obligations to comply with the restrictions contained in the Lock-Up Agreement, whether or not such Shelf Registration Statement is declared effective prior to the expiration of the Lock-Up Term (as defined in the Lock-Up Agreement). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration StatementStatement and, and once effective, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holderseffective, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (CB) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting , and (C) the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to date on which all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement are eligible to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement sold in accordance with applicable law, including Item 507 Rule 144 without regard to volume or manner of Regulation S-K promulgated under the Securities Actsale restrictions. Notwithstanding anything to the contrary in Section 2(d)(ii2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require an amendment or a supplement to the Shelf Registration Statement.

Shelf Registrations. (i) 2.1. Subject to Section 2.3 and 2.4, if one or more Holders (each, a "Required Holder") of at least 1,257,156 shares or Units (or any combination thereof) of Registrable Securities (subject to adjustment in the availability of required financial information, as promptly as practicable after event the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days exchange ratios of the mailing of the Company’s notice Original Securities are adjusted pursuant to Section 2(atheir terms) (provided that all necessary documents for such registration can be obtained shall make a written request to the Trust and prepared within such 60-day period), the Company shall Corporation to file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Statement relating to the offer and sale of the Registrable Securities held by the Required Holder or Required Holders, the Trust and the Corporation shall, within 60 calendar days following the date on which such request is received, so file such Shelf Registration Statement”). The Company Statement and, thereafter, shall use its all reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable within 60 calendar days after the initial date of filing of such Shelf Registration Statement, and once effective. Within seven calendar days after receiving the request from such Required Holder or Required Holders, the Company Trust and the Corporation will send written notice to the other Holders of such request. Such request shall cause specify the number of Registrable Securities to which it relates and the possible intended methods of disposition thereof and shall state that the Required Holder or Required Holders intends to distribute publicly all such Shelf Registration Statement to remain continuously effective for such time period as is specified in Registrable Securities within two years after the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date filing of such Shelf Registration Statement, (B) . The Trust and the date on which all Registrable Securities covered by Corporation shall include in such Shelf Registration Statement have been sold pursuant all or any portion of the Registrable Securities requested by the Required Holders together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Trust and the Corporation within ten Business Days after written notice from the Trust and the Corporation is given above. Prior to filing the Shelf Registration Statement, the Trust and (C) the date as of which there are no longer any Registrable Securities covered by such Corporation will furnish a draft thereof to the Holders and shall not file the Shelf Registration Statement in existence. Without limiting (other than reports, proxy statement and other documents filed under the generality Exchange Act) with the Commission without the prior consent of the foregoingHolders, the Company which consent shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by not be unreasonably withheld or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Actdelayed. Notwithstanding anything to the contrary in this Agreement, the Trust and the Corporation shall have no obligation under this Section 2(d)(ii), 2 or under Section 3 to any Holder of Registrable Securities to the extent such Holder is restricted under the Transaction Agreement or the Other Agreement (as defined in the Transaction Agreement) from selling or otherwise transferring such Registrable Securities; provided, however, that is named in the event of any transaction constituting a Change of Control (as a selling securityholder defined in the Other Agreement) specified in clause (3) of such Shelf Registration Statement may make a secondary resale definition in which the Holders of Registrable Securities receive securities in exchange for the Registrable Securities, the Trust and, the Corporation agree that such transaction will be registered under such Shelf Registration Statement without the consent Securities Act; provided further that in the event of any Change of Control specified in clause (2) of the Holders representing a Majority of the Registrable Securities definition thereof (or any other Holder if announced proxy solicitation intended to effect such resale does not require a supplement Change of Control) this sentence shall be deemed to the Shelf Registration Statementbe of no further force and effect.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company Corporation receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting Members in accordance with the terms of the Operating Agreement (or such Shelf Registration other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming Corporation becomes eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Members may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Holder of the Members to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.