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 Corporation receives written notice of a request for a Shelf Registration, the 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 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 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 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 Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such 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 (i) the expiration of the Lock-Up Period (as defined US-DOCS\113842189.9 below) and (ii) the 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 of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the 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. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder. The applicable Holders shall make such election by delivering to the Corporation 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”). In the case of an Underwritten Takedown, as promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Corporation, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five Business Days after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9 (iii) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Corporation of the block trade Shelf Offering two Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two Business Days after the date it commences); provided that Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. (v) The Corporation shall, at the request of Holders representing a Majority of the Registrable Securities covered by a Shelf Registration Statement, 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 such Holders to effect such Shelf Offering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the 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 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 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 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 Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such 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 (i) the expiration of the Lock-Up Period (as defined US-DOCS\113842189.9 below) and (ii) the 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 of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the 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. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder. The applicable Holders shall make such election by delivering to the Corporation 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”). In the case of an Underwritten Takedown, as promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Corporation, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five Business Days after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9. (iii) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Corporation of the block trade Shelf Offering two Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two Business Days after the date it commences); provided that Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. (v) The Corporation shall, at the request of Holders representing a Majority of the Registrable Securities covered by a Shelf Registration Statement, 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 such Holders to effect such Shelf Offering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation Company receives written notice of a request for a Shelf RegistrationRegistration from holders of at least a majority of the Registrable Securities, the Corporation Company shall prepare and file with the Securities and Exchange Commission SEC, a registration statement under Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act for registering the Shelf Registration resale from time to time by Holders of all of the Registrable Securities held by the Holders (a the “Shelf Registration Statement”). The Corporation Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders. The Company shall use its 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 Corporation shall cause such Shelf Registration Statement to remain continuously effective under the Securities Act at all times for such time period as is specified in such request, or until the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary expiration of the initial effective date of such Shelf Registration StatementEffectiveness Period, whichever is earlier. (Bii) 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 Notwithstanding the foregoing, unless (i) the Corporation Holders of a majority of the Founder Registrable Securities and (ii) the Holders of a majority of the Registrable Securities otherwise instruct the Company in writing, subject to the availability of required financial information, 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 Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by (i) the Holder with respect to Holders of a majority of the Founder Registrable Securities and (ii) the Holders of a majority of the Registrable Securities) and use its reasonable best efforts to file such Shelf Registration Statement with the SEC as soon as practicable following the expiration of the Lockup Period. (b) A Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities owned for resale by or issuable such Holders. The Company shall use reasonable best efforts to such Holder) to enable and cause such a Shelf Registration Statement to be filed and maintained with declared effective under the Securities and Exchange Commission Act as soon as practicable possible after filing, and once effective, to keep such Shelf Registration Statement continuously effective under the later to occur of (i) Securities Act at all times for such time period as is specified in such request, or until the expiration of the Lock-Up Period (as defined US-DOCS\113842189.9 below) and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Equity Owner Parties mayEffectiveness Period, 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 of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that whichever 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 Statementearlier. (iic) In the event that a Shelf Registration Statement is effective, the Holders representing Registrable Securities either (a) with of a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value majority of the Registrable Securities registered pursuant to covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant be entitled to an offering (including an underwritten offering (an “unlimited number of Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”)Takedowns, so long as the Shelf Registration Statement remains in effect; provided, and that the Corporation shall pay all Registration Expenses estimated market value of the Registrable Securities to be sold in connection therewith; provided that each Controlling Holder shall have any Underwritten Takedown is at least $10,000,000 in the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holderaggregate. The applicable requesting Holders shall make such election by delivering to the Corporation Company a written request (a “Shelf Offering Takedown Request”) for such offering specifying the number of Registrable Securities available for sale pursuant to such Shelf Registration Statement (the “Shelf Registrable Securities Securities”) that such the requesting Holders desire to sell pursuant to such offering (the “Shelf Offering”). In the case of an Underwritten Takedown, as . As promptly as practicable, but no later than two at least 10 Business Days after receipt prior to the anticipated filing date of a Shelf Offering Requestthe prospectus or prospectus supplement relating to such Underwritten Takedown, the Corporation Company shall give written notice (the “Shelf Offering Takedown Notice”) of such Shelf Offering Takedown Request to all other holders Holders of Shelf Registrable Securities. The CorporationCompany, subject to Section 2(e) Sections 2.6 and Section 8 12.1 hereof, shall include in such Shelf Offering Underwritten Takedown the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Corporation Company for inclusion in such Shelf Offering Underwritten Takedown (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold disposed of by such Holder) within five seven Business Days after the receipt of the Shelf Offering Takedown Notice. The Corporation Company shall, as expeditiously as possible (and in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request)possible, use its reasonable best efforts to facilitate such Shelf OfferingUnderwritten Takedown, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so offered. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Takedown Notice and shall not disclose or use the information contained in such Shelf Offering Takedown Notice without the prior written consent of the Corporation or Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9. (iiid) Promptly after the expiration of the seven-Business Day-period referred to in Section 2.4(c), the Company will notify all Holders of Shelf Registrable Securities participating in the Underwritten Takedown of the identities of the other participating Holders and the number of shares of Registrable Securities requested to be included therein. (e) Notwithstanding the foregoing, if any Holder desires to effect the Holders of a sale majority of Shelf the Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes wish to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down takedown from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Corporation Company of the block trade Shelf Offering Underwritten Takedown five Business Days prior to the day such offering is to commence and the Company shall notify other Holders of Registrable Securities and such other Holders of Registrable Securities must elect whether or not to participate two Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) commence, and the Corporation shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two three Business Days after the date it commences); provided that the Holders representing of a Majority majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable best efforts to work with the Corporation Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade; provided, further, that Holders of Registrable Securities (other than the Company’s executive officers and directors and Holders that beneficially own 1% or more of the Company’s Common Stock then outstanding) shall be entitled to participate in a block trade Underwritten Takedown only with the consent of the holders of a majority of the Registrable Securities. (vf) The Corporation Company shall, at the request of (i) the Holders representing of a Majority majority of the Registrable Securities covered by a Shelf Registration Statement, or (ii) in connection with an Underwritten Takedown initiated by the Holders of a majority of the Founder Registrable Securities pursuant to Section 2.5, the Holders of a majority of the Founder Registrable Securities covered by a Shelf Registration Statement, 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 such (i) the Holders of a majority of the Registrable Securities, or (ii) in connection with an Underwritten Takedown initiated by the Holders of a majority of the Founder Registrable Securities pursuant to Section 2.5, the Holders of a majority of the Founder Registrable Securities, to effect such Shelf OfferingUnderwritten Takedown.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation Company receives written notice of a request for a Shelf RegistrationRegistration from holders of at least a majority of the Registrable Securities, the Corporation Company shall prepare and file with the Securities and Exchange Commission SEC, a registration statement under Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act for registering the Shelf Registration resale from time to time by Holders of all of the Registrable Securities held by the Holders (a the “Shelf Registration Statement”). The Corporation Shelf Registration Statement shall be on Form S-3 or Form F-3 (if the Company is eligible to use Form S-3 or Form F-3) or another appropriate form permitting registration of such Registrable Securities for resale by such Holders. The Company shall use its 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 Corporation shall cause such Shelf Registration Statement to remain continuously effective under the Securities Act at all times for such time period as is specified in such request, or until the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary expiration of the initial effective date of such Shelf Registration StatementEffectiveness Period, whichever is earlier. (Bii) 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 Notwithstanding the foregoing, unless the Corporation Holders of a majority of the Registrable Securities otherwise instruct the Company in writing, subject to the availability of required financial information, 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 Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to Holders of a majority of the Registrable Securities owned by or issuable Securities) and use its reasonable best efforts to such Holder) to enable and cause file such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission SEC as soon as practicable after following the Closing Date (as defined in the Merger Agreement) but in any event no later to occur of (i) than the expiration of the Lock-Up Period Period. (as defined US-DOCS\113842189.9 belowb) and A Shelf Registration Statement shall be on Form S-3 or Form F-3 (ii) if the Corporation becoming Company is eligible to file use Form S-3 or Form F-3) or another appropriate form permitting registration of such Registrable Securities for resale by such Holders. The Company shall use reasonable best efforts to cause a Shelf Registration Statement for a Short-Form Registration; provided that any of to be declared effective under the Original Equity Owner Parties maySecurities Act as soon as possible after filing, with respect and once effective, to itself, instruct the Corporation in writing not to include in keep such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the 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 continuously effective under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that Act at all times for such time period as is named as a selling securityholder specified in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without request, or until the consent expiration 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 StatementEffectiveness Period, whichever is earlier. (iic) In the event that a Shelf Registration Statement is effective, the Holders representing Registrable Securities either (a) with of a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value majority of the Registrable Securities registered pursuant to covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant be entitled to an offering (including an underwritten offering (an “unlimited number of Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”)Takedowns, so long as the Shelf Registration Statement remains in effect; provided, and that the Corporation shall pay all Registration Expenses estimated market value of the Registrable Securities to be sold in connection therewith; provided that each Controlling Holder shall have any Underwritten Takedown is at least $[________] in the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holderaggregate. The applicable requesting Holders shall make such election by delivering to the Corporation Company a written request (a “Shelf Offering Takedown Request”) for such offering specifying the number of Registrable Securities available for sale pursuant to such Shelf Registration Statement (the “Shelf Registrable Securities Securities”) that such the requesting Holders desire to sell pursuant to such offering (the “Shelf Offering”). In the case of an Underwritten Takedown, as . As promptly as practicable, but no later than two at least 10 Business Days after receipt prior to the anticipated filing date of a Shelf Offering Requestthe prospectus or prospectus supplement relating to such Underwritten Takedown, the Corporation Company shall give written notice (the “Shelf Offering Takedown Notice”) of such Shelf Offering Takedown Request to all other holders Holders of Shelf Registrable Securities. The CorporationCompany, subject to Section 2(e) Sections 2.6 and Section 8 11.1 hereof, shall include in such Shelf Offering Underwritten Takedown the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Corporation Company for inclusion in such Shelf Offering Underwritten Takedown (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold disposed of by such Holder) within five seven Business Days after the receipt of the Shelf Offering Takedown Notice. The Corporation Company shall, as expeditiously as possible (and in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request)possible, use its reasonable best efforts to facilitate such Shelf OfferingUnderwritten Takedown, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so offered. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Takedown Notice and shall not disclose or use the information contained in such Shelf Offering Takedown Notice without the prior written consent of the Corporation or Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9. (iiid) Promptly after the expiration of the seven-Business Day-period referred to in Section 2.5(c), the Company will notify all Holders of Shelf Registrable Securities participating in the Underwritten Takedown of the identities of the other participating Holders and the number of shares of Registrable Securities requested to be included therein. (e) Notwithstanding the foregoing, if any Holder desires to effect the Holders of a sale majority of Shelf the Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes wish to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down takedown from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Corporation Company of the block trade Shelf Offering Underwritten Takedown five Business Days prior to the day such offering is to commence and the Company shall notify other Holders of Registrable Securities and such other Holders of Registrable Securities must elect whether or not to participate two Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) commence, and the Corporation shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two three Business Days after the date it commences); provided that the Holders representing of a Majority majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable best efforts to work with the Corporation Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade; provided, further, that Holders of Registrable Securities (other than the Company’s executive officers and directors and Holders that beneficially own 1% or more of the Company’s Ordinary Shares then outstanding) shall be entitled to participate in a block trade Underwritten Takedown only with the consent of the holders of a majority of the Registrable Securities. (vf) The Corporation Company shall, at the request of the Holders representing of a Majority majority of the Registrable Securities covered by a Shelf Registration Statement, 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 such the Holders of a majority of the Registrable Securities, to effect such Shelf OfferingUnderwritten Takedown.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation Company receives written notice of a request for a Shelf Registration, the Corporation 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 Corporation 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 Corporation 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 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 foregoingSubject to Section 2(f)(i), the Corporation Company shall use be deemed not to have used its reasonable best efforts to prepare a keep the Shelf Registration Statement with respect continuously effective for such time period if the Company voluntarily takes any action or omits to all take any action that would result in Holders of the Registrable Securities owned by or issuable covered thereby not being able to the Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such other number of offer and sell any Registrable Securities specified in writing by the Holder with respect pursuant 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 (i) the expiration of the Lock-Up Period (as defined US-DOCS\113842189.9 below) and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Equity Owner Parties mayduring such period, with respect to itself, instruct the Corporation in writing not to include in unless such Shelf Registration Statement the Registrable Securities owned by action or issuable to such Holder. In order for any of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that omission is required to be included in such Shelf Registration Statement in accordance with by 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 Statementlaws. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to any Principal Holder covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)offering, but only if the aggregate proceeds expected to be received from the sale of Registrable Securities equal or exceed $25,000,000, as determined in good faith by the Company after receiving the Shelf Offering Request) of the Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Corporation Company shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made . The Principal Holders covered by such Controlling Holder. The applicable Holders Shelf Registration Statement shall make such election by delivering to the Corporation Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that such the Holders desire to sell pursuant to such offering (the “Shelf Offering”). In the case of an Underwritten Takedown, as As promptly as practicable, but no later than two Business Days business days after receipt of a Shelf Offering Request, the Corporation Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The CorporationCompany, subject to Section Sections 2(e) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Corporation Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold disposed of by such Holder) within five Business Days seven days after the receipt of the Shelf Offering Notice. The Corporation Company shall, as expeditiously as possible (and in any event within ten Business Days 20 days after the receipt of a Shelf Offering Request), unless a longer period is agreed but subject to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request)Section 1(f) hereof, use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9. (iii) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities Holders that does not constitute an Underwritten Takedown, are the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes Principal Holders wish to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement Statement, if available, or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Corporation Company of the block trade Shelf Offering two Business Days business days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority and the Company shall notify other holders of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Holders and such other Holders holders of Registrable Securities must elect whether or not to participate by on the next Business Day (i.e., one Business Day day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) commence and the Corporation Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two Business Days three business days after the date it commences); provided that the Principal Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Corporation Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. (iv) The Company shall use its reasonable best efforts to cooperate in a timely manner with any request of the Holders in respect of any hedging transaction or other transaction that is registered pursuant to a Shelf Registration that is not a firm commitment underwritten offering or underwritten block trade (each, an “Alternative Transaction”), including entering into customary agreements with respect to such Alternative Transactions (and providing customary representations, warranties, covenants and indemnities in such agreements) as well as providing other reasonable assistance in respect of such Alternative Transactions of the type applicable to an offering subject to Section 5, to the extent customary for such transactions. (v) The Corporation Company shall, at the request of the Holders representing a Majority of the Registrable Securities covered by a Shelf Registration Statement, 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 such the Holders to effect such Shelf Offering.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the 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 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 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 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 Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such 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 (i) the expiration of the Lock-Up Holdback Period (as defined US-DOCS\113842189.9 below) and (ii) the 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 of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the 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. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 15 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder. The applicable Holders shall make such election by delivering to the Corporation 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”). In the case of an Underwritten Takedown, as promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Corporation, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five Business Days after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9 (iii) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Corporation of the block trade Shelf Offering two Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two Business Days after the date it commences); provided that Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. (v) The Corporation shall, at the request of Holders representing a Majority of the Registrable Securities covered by a Shelf Registration Statement, 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 such Holders to effect such Shelf Offering.a

Shelf Registrations. (ia) Subject Parent agrees that it shall use its best efforts to cause to be filed as soon as practicable, but not later than thirty (30) Business Days following the availability of required financial informationClosing Date, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement (a "INITIAL REGISTRATION") on Form S-3 under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the Shelf Registration (a “Shelf Registration Statement”)SEC and permitting sales in ordinary course brokerage or dealer transactions not involving any underwritten public offering, covering all of the Initial Registrable Shares. The Corporation Parent shall use its commercially reasonable best efforts thereafter to cause any Shelf the Initial 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 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 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 Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such 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 (i) the expiration of the Lock-Up Period (as defined US-DOCS\113842189.9 below) and (ii) the 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 of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the 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. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder. The applicable Holders shall make such election by delivering to the Corporation 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”). In the case of an Underwritten Takedown, SEC as promptly as practicable, but no later than two Business Days after receipt . Parent may postpone the filing or the effectiveness of the Initial Registration for a Shelf Offering Request, period of up to 90 days if Parent determines in good faith that the Corporation shall give written notice (filing or effectiveness of the “Shelf Offering Notice”) Initial Registration would require the disclosure of such Shelf Offering Request information that could be materially detrimental to all other holders of Shelf Registrable SecuritiesParent or its shareholders. The Corporation, subject Subject to Section 2(e) Sections 3 and Section 8 4 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five Business Days after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9 (iii) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Corporation of the block trade Shelf Offering two Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two Business Days after the date it commences); provided that Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade Parent shall use commercially reasonable efforts to work with keep the Corporation and Initial Registration continuously effective until the underwriters prior earlier to making such request in order to facilitate preparation occur of (A) the Termination Date of the registration statementInitial Registration, prospectus and other offering documentation related to (B) the underwritten block tradefirst date on which no Initial Registrable Shares originally covered by the Initial Registration shall constitute Initial Registrable Shares. (vb) The Corporation shallParent agrees that it shall use its best efforts to cause to be filed as soon as practicable, at but not later than fifteen (15) Business Days following the request of Holders representing a Majority six month anniversary of the Closing Date, a registration statement (a "SUPPLEMENTAL REGISTRATION") on Form S-3 under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the SEC and permitting sales in ordinary course brokerage or dealer transactions not involving any underwritten public offering, covering all of the Supplemental Registrable Securities Shares. Parent shall use commercially reasonable efforts thereafter to cause the Supplemental Registration to be declared effective by the SEC as promptly as practicable. Parent may postpone the filing or the effectiveness of the Supplemental Registration for a period of up to 90 days if Parent determines in good faith that the filing or effectiveness of the Supplemental Registration would require the disclosure of information that could be materially detrimental to Parent or its shareholders. Subject to Sections 3 and 4 hereof, Parent shall use commercially reasonable efforts to keep the Supplemental Registration continuously effective until the earlier to occur of (A) the Termination Date of the Supplemental Registration, and (B) the first date on which no Supplemental Registrable Shares originally covered by a Shelf the Supplemental Registration Statement, 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 such Holders to effect such Shelf Offeringshall constitute Registrable Shares.

Shelf Registrations. (i) Subject to The Company and the availability of required financial informationGuarantors, as promptly as practicable after applicable, shall take the Corporation receives written notice of a request for a Shelf Registration, following actions: (a) The Company and the Corporation Trust shall use their reasonable efforts to file with the Securities and Exchange Commission (the "COMMISSION") not later than the date 90 days after the earliest date of original issuance of any of the Notes (the "ISSUE DATE") and thereafter use their reasonable efforts to cause to be declared effective as promptly as practicable but in no event later than the date 150 days after the Issue Date a registration statement (the "SHARES SHELF REGISTRATION STATEMENT") on such form under the Securities Act for of 1933, as amended (the 2 "Securities Act") as the Company deems appropriate relating to the offer and sale of the Shares issuable upon conversion of the Notes by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shares Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "SHARES SHELF REGISTRATION"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shares Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company and the Guarantors shall file with the Commission not later than the date 365 days after the Issue Date (such 365th day being the "FILING DEADLINE") and thereafter use their reasonable efforts to cause to be declared effective as promptly as practicable but in no event later than the date 450 days after the Issue Date (such 450th day being the "EFFECTIVENESS DEADLINE") a registration statement (the "NOTES SHELF REGISTRATION STATEMENT" and, together with the Shares Shelf Registration Statement, the "SHELF REGISTRATION STATEMENTS") on such form under the Securities Act as the Company may deem appropriate relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Notes Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "NOTES SHELF REGISTRATION" and, together with the Shares Shelf Registration, the "SHELF REGISTRATIONS"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Notes Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (c) Subject to Section 2(c) hereof, the Company and the Guarantors shall use their reasonable efforts to keep the Shelf Registration Statements continuously effective in order to permit the prospectuses included therein to be lawfully delivered by the Holders of the relevant Securities, until the earliest of the date two years (a “or for such longer period if extended pursuant to Section 2(i) below) from the last date of original issuance of any of the Notes (provided that the Company or the Guarantors provide an opinion of counsel or an no-action letter of the Commission that exemption under Rule 144(k) under the Securities Act is then available for both the Notes and the Shares issuable upon conversion for non-affiliates of the Company or the Guarantors, as applicable, with respect to either Shelf Registration Statement”) and the date when all the Transfer Restricted Securities covered by either Shelf Registration Statement have been sold pursuant thereto (in any case, such period being called the "SHELF REGISTRATION PERIOD"). The Corporation In the event that the Company or the Guarantors fail to provide such opinion of counsel or no-action letter, the Company and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statements continuously effective until such time as either of them deliver such opinion of counsel or no-action letter. (d) Notwithstanding any other provision of this Agreement to the contrary, the Company and the Guarantors shall cause the Shelf Registration Statements and the related prospectuses and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) The Company shall mail a notice of registration statement and selling securityholder notice and questionnaire, in substantially the form attached as Annex A to the Offering Memorandum (a "NOTICE AND QUESTIONNAIRE"), to each Holder to obtain certain information regarding such Holder for use in connection with the prospectus included in any Shelf Registration Statement. To be named as a selling securityholder in any Shelf Registration Statement and the 3 related prospectus at the time of such Shelf Registration Statement's effectiveness, Holders must complete and deliver to the Company and the Guarantors the completed Notice and Questionnaire at least three (3) Business Days prior to the intended distribution of Transfer Restricted Securities pursuant to such Shelf Registration Statement. Thereafter, any Holder wishing to sell Transfer Restricted Securities pursuant to either Shelf Registration Statement and related prospectus shall deliver a Notice and Questionnaire to the Company. From and after the date a Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable but in any event within five (5) Business Days of receipt of a Notice and Questionnaire is delivered (i) if required by applicable law, file with the Commission a post-effective amendment to the applicable Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such applicable Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company and the Guarantors shall file a post-effective amendment to such applicable Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as soon promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is thirty (30) days after the date such post-effective amendment is required by this clause to be filed and (ii) notify such Holder as promptly as practicable after the initial filing effectiveness under the Securities Act of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously any post-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 amendment filed pursuant to the Shelf Registration StatementSection 1(d)(i); provided, 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 however, notwithstanding the foregoing, the Corporation shall use its reasonable best efforts to prepare if such Notice and Questionnaire is delivered during a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such 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 (i) the expiration of the Lock-Up Deferral Period (as defined US-DOCS\113842189.9 belowin Section 2(c)), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i) and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any above upon expiration 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 of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement Deferral Period in accordance with applicable lawSection 2(b). Each Holder that delivers, including Item 507 at any time, a duly completed Notice of Regulation S-K promulgated under the Securities Act. Notwithstanding anything Questionnaire together with such other information as may be reasonably requested of such Holder pursuant to the contrary in Section 2(d)(ii)this Agreement, any Holder and that is named as a selling securityholder in such an effective Shelf Registration Statement may make or post-effective amendment thereto, is hereafter referred to as 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. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) "NOTICE HOLDER" with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant respect to such Shelf Registration Statement shall have Statement. Notwithstanding anything contained herein to the right at any time or from time to time to elect to sell pursuant to an offering contrary, (including an underwritten offering (an “Underwritten Takedown”)i) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, Company and the Corporation Guarantors shall pay all Registration Expenses in connection therewith; provided that each Controlling be under no obligation to name any Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to as a Shelf Offering Request (as defined below) made by such Controlling Holder. The applicable Holders shall make such election by delivering to the Corporation 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”). In the case of an Underwritten Takedown, as promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Corporation, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five Business Days after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and selling securityholder in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9 (iii) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through related prospectus unless and until such Holder shall have timely delivered a take-down from an existing Shelf Registration Statement)completed Notice and Questionnaire, then notwithstanding the foregoing time periods, together with such Holders only need to notify the Corporation of the block trade Shelf Offering two Business Days prior to the day other information regarding such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) Holder and the Corporation shall promptly notify other Holders and such other Holders must elect whether or not to participate intended distribution as may be reasonably requested by the next Business Day Company and (i.e., one Business Day prior ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) days from the day such offering is to commence) expiration of a Deferral Period (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation Company and the Guarantors shall as expeditiously as possible use its reasonable best efforts incur no obligation to facilitate pay Additional Interest during such offering extension) if such Deferral Period is in effect on the Amendment Effectiveness Deadline Date; and provided further, however, that the Company and the Guarantors shall not be obligated to file more than one (which may close as early as two Business Days after 1) post-effective amendment or supplement in any thirty (30) day period following the date it commences); provided that Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. (v) The Corporation shall, at the request of Holders representing a Majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an Automatic declared effective for the purpose of naming Holders as selling securityholders who were not named in such Shelf Registration StatementStatement at the time of effectiveness. Each Holder of Transfer Restricted Securities agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to either Shelf Registration Statement and related prospectus, any post-effective amendments it will do so only in accordance with this Section 1(d) and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holders to effect such Shelf OfferingSection 2(c) hereof.

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 Corporation receives written notice last Exchange Date, (ii) the Exchange Offer is not for any other reason consummated by April 1, 1997 or (iii) the Exchange Offer has been completed, and within 60 days following the consummation of the Exchange Offer, a request for Holder notifies the Company that in the opinion of Special Counsel a Shelf RegistrationRegistration 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, (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to participate in the Exchange Offer, unless the Company has previously done so, the 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 Corporation Company shall use its reasonable best efforts to cause any to be filed as soon as reasonably practicable after such determination, date or notice of such Special Counsel's opinion is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes and 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 Corporation shall cause have such Shelf Registration Statement declared effective by the Commission. The Company shall use its reasonable best efforts to remain keep the Shelf Registration Statement 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 the foregoingrules, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by regulations or issuable instructions applicable to the Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing registration form used by the Company or if required by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to the Registrable Securities owned by or issuable information relating to such 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 (i) the expiration of the Lock-Up Period (as defined US-DOCS\113842189.9 below) and (ii) the 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 of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the 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 furnish 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 Holders 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. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder. The applicable Holders shall make such election by delivering to the Corporation 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”). In the case of an Underwritten Takedown, as promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Corporation, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities Notes copies of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five Business Days supplement or amendment promptly after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose being used or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9 (iii) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Corporation of the block trade Shelf Offering two Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two Business Days after the date it commences); provided that Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work filed with the Corporation and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block tradeCommission. (v) The Corporation shall, at the request of Holders representing a Majority of the Registrable Securities covered by a Shelf Registration Statement, 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 such Holders to effect such Shelf Offering.

Shelf Registrations. In the event that (i) Subject to the availability of required financial information, as promptly as practicable after Company determines ------------------- that the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Offer Registration (a “Shelf Registration Statement”). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to provided in Section 2(a) above is not available or may not be declared effective under the Securities Act consummated as soon as practicable after the initial filing last Exchange Date, (ii) the Exchange Offer is not for any other reason consummated by February 26, 1998 or (iii) the Exchange Offer has been completed, and within 60 days following the consummation of the 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, (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to participate in the Exchange Offer, unless the Company has previously done so, the Company shall 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 Company, as the case may be, a Shelf Registration Statement, Statement providing for the sale by the Holders of all of the Registrable Notes and once effective, the Corporation shall cause to have such Shelf Registration Statement declared effective by the Commission. The Company shall use its commercially reasonable efforts to remain keep the Shelf Registration Statement 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 the foregoingrules, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by regulations or issuable instructions applicable to the Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing registration form used by the Company or if required by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to the Registrable Securities owned by or issuable information relating to such 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 (i) the expiration of the Lock-Up Period (as defined US-DOCS\113842189.9 below) and (ii) the 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 of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the 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 furnish 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 Holders 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. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder. The applicable Holders shall make such election by delivering to the Corporation 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”). In the case of an Underwritten Takedown, as promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Corporation, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities Notes copies of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five Business Days supplement or amendment promptly after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose being used or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. US-DOCS\113842189.9 (iii) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Corporation of the block trade Shelf Offering two Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two Business Days after the date it commences); provided that Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work filed with the Corporation and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block tradeCommission. (v) The Corporation shall, at the request of Holders representing a Majority of the Registrable Securities covered by a Shelf Registration Statement, 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 such Holders to effect such Shelf Offering.