Common use of Short-Form Registration Clause in Contracts

Short-Form Registration. The Company shall use its best efforts to ensure that, at all times after the first anniversary of the IPO Date, it will satisfy the “registrant requirements” applicable to the use of Short-Form Registration. Any Holder may make a written request to the Company for a Short-Form Registration of Registrable Securities held by such Holder on or at any time after the first anniversary of the IPO Date if there is no then-currently effective Shelf Registration Statement on file with the SEC. Unless otherwise specified by the requesting Holder, any such Short-Form Registration shall be a Shelf Registration Statement and, if permitted under the Securities Act, shall be automatically effective upon filing. Each Demand Notice for a Short-Form Registration shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Promptly after its receipt of a Demand Notice for a Short-Form Registration (but in any event within 10 days), the Company will give written notice of such request to all other Holders and, if the Demand Notice is given within 12 months after the IPO Date, to the Hedge Fund Parties. Within 30 days after the date the Company has given the Holders (and, if applicable, the Hedge Fund Parties) notice of the Demand Notice (unless the Registration Statement relating to such Demand Notice would be required to include audited financial statements of the Company that are not currently available, in which case, promptly after such audited financial statements are prepared and ready to be filed with the SEC), the Company shall register, in accordance with this Agreement, all Registrable Securities that have been requested to be registered in the Demand Notice and that have been requested by any other Holders or Hedge Fund Parties by written notice to the Company; provided, that the Company will not be required to effect a Short-Form Registration (i) within 90 days after the effective date of any Registration Statement of the Company filed in response to a Demand Notice hereunder and (ii) unless the aggregate Value as of the date of the applicable Demand Notice of Registrable Securities of the Holders that have requested Registrable Securities to be registered in such Demand Notice is at least $250 million (including, for this purpose, any held by Hedge Fund Parties that are to be included in the registration) and further provided, that the Company shall not be required to include any Registrable Securities owned by Hedge Fund Parties if the Short-Form Registration will not become effective until a date that is 12 months or more after the IPO Date. The Company will pay all Registration Expenses incurred in connection with any Short-Form Registration.

Short-Form Registration. The After the consummation of the IPO, the Company shall use its reasonable best efforts to ensure that, at all times after qualify and remain qualified to register securities under the first anniversary of Securities Act pursuant to a Registration Statement on Form S-3 or any similar short-form registration statement. Following the IPO Demand Date, it will satisfy and at such time as the “registrant requirements” applicable to Company shall have qualified for the use of a Registration Statement on Form S-3 or any similar short-form registration statement, Holders holding 10% or more of the Registrable Securities then held by the Holders (determined as if all of the OP Units held by any Holder have been exchanged for Registrable Securities) may request registration under the Securities Act of their Registrable Securities on Form S-3 or any similar short-form registration statement (each such registration, a "Short-Form Registration. Any Holder may make a written request to the Company for a Short" and, together with each Long-Form Registration Registration, a "Demand Registration"); provided that the aggregate value of all Registrable Securities held by such Holder on or and any other securities to be sold is at any time after the first anniversary of the IPO Date if there is no then-currently effective Shelf Registration Statement on file with the SEC. Unless otherwise specified by the requesting Holder, any such Short-Form Registration shall be a Shelf Registration Statement and, if permitted under the Securities Act, shall be automatically effective upon filingleast equal to $1 million. Each Demand Notice request for a Short-Form Registration shall specify the kind and aggregate amount approximate number of Registrable Securities requested to be registered and the intended methods of disposition thereofby such Holders. Promptly after its Upon receipt of a Demand Notice for a Short-Form Registration any such request, the A-1 Series shall promptly (but in any no event within 10 days), the Company will give written later than 5 days following receipt thereof) deliver notice of such request to all other Holders and, if holding Registrable Securities who shall then have 10 days from the Demand Notice date such notice is given to notify the A-1 Series in writing of their desire to be included in such registration. The Company shall, as expeditiously as possible, cause a Registration Statement on Form S-3 (or any similar short-form registration statement) to be prepared and filed within 12 months after the IPO Date, to the Hedge Fund Parties. Within 30 days after the date on which the Company has given initial request is made by the Holders (and, if applicable, the Hedge Fund Parties) notice holding 10% or more of the Demand Notice (unless the Registration Statement relating to such Demand Notice would be required to include audited financial statements of the Company that are not currently available, in which case, promptly after such audited financial statements are prepared and ready to be filed with the SEC), the Company shall register, Registrable Securities in accordance with this AgreementSection 2(b), all Registrable Securities that have been requested and, subject to Section 4(b), shall use its reasonable best efforts to cause such Registration Statement to be registered in declared and kept effective by the Demand Notice and that have been requested by any other Holders or Hedge Fund Parties by written notice to the Company; provided, that the Company will not be required to effect a Short-Form Registration (i) within 90 days after the effective date of any Registration Statement of the Company filed in response to a Demand Notice hereunder and (ii) unless the aggregate Value Commission as of the date of the applicable Demand Notice of Registrable Securities of the Holders that have requested Registrable Securities to be registered in such Demand Notice is at least $250 million (including, for this purpose, any held by Hedge Fund Parties that are to be included in the registration) and further provided, that the Company shall not be required to include any Registrable Securities owned by Hedge Fund Parties if the Short-Form Registration will not become effective until a date that is 12 months or more after the IPO Date. The Company will pay all Registration Expenses incurred in connection with any Short-Form Registrationsoon as practicable thereafter.

Short-Form Registration. In addition to the Long-Form Registrations provided pursuant to Section 1(b), the iSystems Majority Holders shall be entitled to request an unlimited number of Short-Form Registrations and the Company shall pay all Registration Expenses; provided, that, unless otherwise agreed by the Company, no registration statement must be filed in respect to a Demand Registration with the Securities and Exchange Commission prior to the earlier of (x) the five (5) Business Days after filing of the Company’s Form 10-K for the year ended December 31, 2017 and (y) March 31, 2018; provided, further, that, unless otherwise agreed by the Company, (i) the closing of the sale of such Registrable Securities shall not occur prior to May 25, 2018 and (ii) the iSystems Majority Holders shall only be entitled to request one (1) Short Form Registration in any twelve (12) month period. The Company shall use its reasonable best efforts to ensure thatmake any Short-Form Registration on Form S-3 available for the sale of Registrable Securities as promptly as practicable under applicable law. The iSystems Majority Holders may, at all times after the first anniversary of the IPO Date, it will satisfy the “registrant requirements” applicable to the use of in connection with any Demand Registration requested by such holder that is a Short-Form Registration. Any Holder may make a written request to , require the Company for a Short-Form Registration of Registrable Securities held by such Holder on or at any time after the first anniversary of the IPO Date if there is no then-currently effective Shelf Registration Statement on to file with the SEC. Unless otherwise specified by the requesting Holder, any such Short-Form Registration shall be with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect) (a “Shelf Registration Statement and, if permitted under Registration”) for the sale or distribution by the holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, shall be automatically effective upon filing. Each Demand Notice for a Short-Form Registration shall specify the kind and aggregate amount including by way of Registrable Securities to be registered an underwritten offering, block sale or other distribution plan, and the intended methods of disposition thereof. Promptly after Company shall use its receipt of a Demand Notice for a Short-Form Registration (but in any event within 10 days), the Company will give written notice of reasonable best efforts to cause such request to all other Holders and, if the Demand Notice is given within 12 months after the IPO Date, to the Hedge Fund Parties. Within 30 days after the date the Company has given the Holders (and, if applicable, the Hedge Fund Parties) notice of the Demand Notice (unless the Registration Statement relating to such Demand Notice would be required to include audited financial statements of the Company that are not currently available, in which case, promptly after such audited financial statements are prepared and ready registration statement to be filed and declared effective under the Securities Act in accordance with the SEC)Section 4 hereof. Once effective, the Company shall register, in accordance with this Agreement, cause the Shelf Registration to remain effective for a period ending on the earliest of (i) the date on which all Registrable Securities that included in such registration have been requested to be registered in the Demand Notice and that have been requested by any other Holders sold or Hedge Fund Parties by written notice distributed pursuant to the Company; provided, that Shelf Registration[ and (ii) the Company will not be required to effect a Short-Form Registration (i) within 90 days after second anniversary of the effective date of any Registration Statement of the Company filed in response to a Demand Notice hereunder and (ii) unless the aggregate Value as of the date of the applicable Demand Notice of Registrable Securities of the Holders that have requested Registrable Securities to be registered in such Demand Notice is at least $250 million (including, for this purpose, any held by Hedge Fund Parties that are to be included in the registration) and further provided, that the Company shall not be required to include any Registrable Securities owned by Hedge Fund Parties if the Short-Form Registration will not become effective until a date that is 12 months or more after the IPO Date. The Company will pay all Registration Expenses incurred in connection with any Short-Form Shelf Registration.