Common use of Short-Form Registrations Clause in Contracts

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition Subject to the Long-Form Demand Registration provided pursuant qualifications set forth herein and subject to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under limitations that the Securities Act of all or part of their Registrable Securities on Form S-3and Exchange Commission may impose, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. i) Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities and HOVRS Registrable Securities requested to be sold) and (ii) the Clearlake Investors may, in connection with any Demand Registration requested by such holders that is a Short-Form Demand Registration, require the Company to use its commercially reasonable efforts to file such Short-Form Registration is with the Securities and Exchange Commission in accordance with and pursuant to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required Rule 415 under the Securities Act (or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a "Shelf Registration"). Notwithstanding anything in this Agreement to the contrary, if the Securities and Exchange Commission refuses to declare a registration statement filed pursuant to this Agreement effective as a valid secondary offering under Rule 415 due to the number of Registrable Securities and HOVRS Registrable Securities included in such registration statement relative to the number of shares of Common Stock outstanding or the number of outstanding shares of Common Stock held by non-affiliates or for any other reason, then, without any liability under this Agreement or any further obligation to register such excess Registrable Securities and HOVRS Registrable Securities, the Company shall be permitted to reduce the number of Registrable Securities and HOVRS Registrable Securities included in such registration statement (pro rata, based on the number of shares requested to be registered, among the holders of such Registrable Securities and HOVRS Registrable Securities) to an amount that does not exceed an amount that the Securities and Exchange Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415. The Company shall not be liable for damages under this Agreement as to any Registrable Securities or HOVRS Registrable Securities which are not permitted by the Securities and Exchange Commission to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated due to effect an unlimited number of, but shall not be obligated Securities and Exchange Commission guidance relating to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2Rule 415.

Short-Form Registrations. In addition The Company will use its reasonable best efforts to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date qualify for registration on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-comparable or successor form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, forms or any similar short-form registration (“Short-Form Demand Registrations” Registration”), and, together with if requested by the Long-Form Demand RegistrationLead Investor and available to the Company, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds will be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of the Registrable Securities, pursuant to Rule 415, and to that end the Company will register (whether or not required by law to do so) the Common Shares under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. Following the IPO, the Lead Investor will be entitled to request at any time and from time to time an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by the CD&R Investors, in addition to the registration rights provided in Section 1(a), provided that the Company will not be obligated to effect any registration pursuant to this Section 2 (i) within 90 days after the effective date of any Registration Statement of the Company hereunder or (ii) unless the value of Registrable Securities of the CD&R Investors included in the applicable Registration Request is at least $2,000,00020 million or such lower amount as agreed by the Requisite Additional Investors. Promptly after its receipt of any request pursuant to this Section 2.2for a Short-Form Registration, the Company will give written notice of such request to all other holders of Registrable Securities Holders, and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make register, in accordance with the provisions of this Agreement, all Registrable Securities that any Holder has requested in writing to be registered by no later than the fifth Business Day after the date of such notice. The Company will pay all Registration Expenses incurred in connection with any Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formRegistration. If any Demand Registration is proposed to be a Short-Form Demand Registration is to be and an underwritten Public Offeringoffering, and if the underwriters for marketing or other reasons request managing underwriter shall advise the inclusion Company that, in its opinion, it is of material importance to the success of such proposed offering to file a registration statement of on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information which is not required under the Securities Act to be included in a Short-Form Registration, then the Company will file a registration statement on the applicable form for Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter (it being understood and agreed that any such registration shall not count as a “Demand Registration, ” for purposes of calculating how many “Demand Registrations” the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2Lead Investor has initiated), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date on which the Company becomes eligible to register securities issued by it on Investors holding a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) majority of the Registrable Securities then outstanding will Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares, (iii) the Investors holding a majority of the PIPE Shares (including any Common Stock issuable in respect of any Series B-1 Preferred Stock that was exchanged for PIPE Shares), (iv) the Deerfield Parties and (v) the OEP Parties, in each case, shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such request, already effected three (3) Short-Form Registrations for the holders of Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.2, 2(c). Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the Company will give written notice managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding each Stockholder will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2, (a) the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Short Form Demand Registration exceeds $2,000,000100,000,000 and (b) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. Promptly Within ten (10) days after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 ten (10) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a for marketing or other reasons the underwriters with respect to any Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company Each Stockholder shall be obligated limited to effect an unlimited number of, but shall not be obligated to pay for more than two (2), ) Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2during each calendar year.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Short Form Registration exceeds $2,000,000. Promptly Within ten (10) days after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 ten (10) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. 2.2.1 In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing on the date on which the Company Trust becomes eligible to register securities issued by it on an appropriate form for an offering to be made on a Form S-3 delayed or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled continuous basis pursuant to request registrations Rule 415 under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration successor thereof (“Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”), each Holder will be entitled to request registrations under the Securities Act of all or part of its Registrable Securities; provided, howeverthat with respect to any requests under this Section 2.2.1, that the anticipated aggregate offering amount of the Registrable Securities included in any such covered by a Short-Form Demand Registration exceeds shall exceed $2,000,000. Promptly 7,500,000 (net of underwriting discounts and commissions). 2.2.2 Within ten (10) days after receipt of any request pursuant to this Section 2.22.2.1, the Company Trust will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company Trust has received written requests for inclusion within 15 ten (10) days after delivery of the CompanyTrust’s notice. Once the Company has become subject to the reporting requirements Upon closing of the Exchange ActIPO, the Company Trust will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company Trust is permitted to use any applicable short form. If a for marketing or other reasons, any underwriters with respect to any Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement Registration Statement of information which that is not required under the Securities Act to be included in a registration statement Registration Statement on the applicable form for the Short-Form Demand Registration, the Company Trust will provide such information as may be reasonably requested for inclusion by the such underwriters in the applicable Registration Statement. Each Holder shall be limited to two (2) Short-Form Demand Registration. Registrations. 2.2.3 The Company Trust shall prepare and file such additional Registration Statements as necessary every three years (or such other period of time as may be obligated required to effect an unlimited number of, but shall not be obligated to pay for more than two maintain continuously effective Resale Registration Statements (2), as defined below) in connection with Short-Form Demand Registrations in Registrations) and use its reasonable best efforts to cause any twelve month period such Registration Statement to be declared effective by the Commission (if it is not an automatic shelf registration statement) so that a Resale Registration Statement remains continuously effective, subject to Section 2.6, with respect to resales of Registrable Securities registered pursuant to this Section 2.2a Short-Form Demand Registration as and for the periods required hereunder, each such subsequent Registration Statement to constitute a Resale Registration Statement hereunder.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registrationparagraph 1(b), the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under Short Form Registrations; provided, that (i) the Securities Act holders of all or part of their Preferred Registrable Securities on may only initiate up to four (4) Short-Form S-3, if available Registrations (each a "Demand Short-Form Registration") with respect to their Preferred Registrable Securities in any fiscal year of the Company, or any similar short-form registration (“which number shall be reduced by the number of previously consummated Demand Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any Registrations by such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Preferred Registrable Securities with respect to which such securities in such fiscal year, (ii) the Company has received written requests for inclusion within 15 days after delivery holders of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Note Registrable Securities may only initiate four (4) Demand Short-Form Registrations with respect to their Note Registrable Securities in any fiscal year and (iii) the holders of the Warrant Registrable Securities (other than the holders of Series E Warrants who shall have no Demand Registrations available for the sale of Registration rights hereunder) may only initiate two (2) Demand Short-Form Registration with respect to their Warrant Registrable SecuritiesSecurities in any fiscal year. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If The Company will use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. The holders of Registrable Securities agree that they will not request a Long-Form Registration when the Company is eligible to use a Short-Form Demand Registration; provided, that the Company agrees to include in the prospectus included in any Short-Form Registration Statement, such material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by any of the shareholders selling securities pursuant to be an underwritten Public Offeringsuch registration statement, and if whether or not the underwriters form used for marketing or other reasons request such registration statement requires the inclusion in of such information. The Company will not be obligated to effect any Demand Short-Form Registration unless the registration statement anticipated aggregate offering price, net of information which is not required under underwriting discounts and commissions, of the Securities Act Common Stock to be included in a registration statement on the applicable form for the such Demand Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two Registration exceeds one million dollars (2$1,000,000), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration rights provided pursuant to Section 2.1 above, commencing on the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registrationregistration statement, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will Stockholder Representatives, acting by Majority Vote, shall be entitled to request registrations registration under the Securities Act of all or part of their the Registrable Securities on Form S-3, if available to the Company, S-3 or any such similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”); provided, however, that with respect to any request under this Section 2.2(a) the anticipated aggregate offering amount of the Registrable Securities included in any covered by such Short-Form Registration exceeds registration shall equal or exceed $2,000,000. Promptly 75,000,000. (b) Within 30 days after receipt of any written request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities Eligible Stockholders, and will use commercially reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 ten days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, and thereupon the Company will use its commercially reasonable best efforts to make Short-Form Demand Registrations available for effect, at the sale of Registrable Securitiesearliest possible date, the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a for marketing or other reasons the managing underwriter(s) with respect to any Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which that is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters managing underwriter(s) in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above(b), commencing each of the date on New Astoria Majority Holders and the holders of 25% of the EBG Investor Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations in which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the shall pay all Registration Expenses. The holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such initiating a Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in shall determine if such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticewill be an underwritten registration. Once the Company has become subject Notwithstanding anything contained herein to the reporting requirements of the Exchange Actcontrary, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If , provided however, if any Demand Registration is proposed to be a Short-Form Demand Registration is to be and an underwritten Public Offeringoffering, and if the underwriters for marketing or other reasons request managing underwriter shall advise the inclusion Company that, in its opinion, it is of material importance to the success of such proposed offering to file a registration statement of on Form S-l (or any successor or similar registration statement) or to include in such registration statement information which is not required under the Securities Act to be included in a Short-Form Registration, then the Company will file a registration statement on Form S-l (so long as the applicable form for aggregate offering value of the Registrable Securities requested to be registered in any such Demand Registration is equal to or exceeds $150,000,000) or supplement the Short-Form Demand Registration as reasonably requested by such managing underwriter (it being understood and agreed that any such registration shall not count as a “Long-Form Registration” for purposes of calculating how many “Long-Form Registrations” a holder has initiated pursuant to Section (b) hereof). After the Company has become subject to the reporting requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the shall use its reasonable best efforts to make Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay Registrations on Form S-3 available for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration1B, the holders of at least twenty-five percent (25%) a majority of the WCP Registrable Securities then outstanding will shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” andRegistrations in which the Company shall pay all Registration Expenses, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in whether or not any such registration has become effective. Demand Registrations shall be Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, Registrations whenever the Company will give written notice is permitted to use any applicable short form and if the managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once After the Company has become subject to the reporting requirements of the Exchange Act, the Company will shall use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of WCP Registrable Securities. If the holders of a majority of the WCP Registrable Securities initially requesting a Short-Form Registration request that such Short-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be All Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to shall be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion registrations unless otherwise approved by the underwriters in holders of a majority of the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2WCP Registrable Securities initially requesting registration.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), commencing each of the date on New Astoria Majority Holders and the holders of 25% of the EBG Investor Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations in which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the shall pay all Registration Expenses. The holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such initiating a Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in shall determine if such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticewill be an underwritten registration. Once the Company has become subject Notwithstanding anything contained herein to the reporting requirements of the Exchange Actcontrary, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If , provided however, if any Demand Registration is proposed to be a Short-Form Demand Registration is to be and an underwritten Public Offeringoffering, and if the underwriters for marketing or other reasons request managing underwriter shall advise the inclusion Company that, in its opinion, it is of material importance to the success of such proposed offering to file a registration statement of on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information which is not required under the Securities Act to be included in a Short-Form Registration, then the Company will file a registration statement on Form S-1 (so long as the applicable form for aggregate offering value of the Registrable Securities requested to be registered in any such Demand Registration is equal to or exceeds $150,000,000) or supplement the Short-Form Demand Registration as reasonably requested by such managing underwriter (it being understood and agreed that any such registration shall not count as a “Long-Form Registration” for purposes of calculating how many “Long-Form Registrations” a holder has initiated pursuant to Section 1(b) hereof). After the Company has become subject to the reporting requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the shall use its reasonable best efforts to make Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay Registrations on Form S-3 available for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar or successor short-form registrationregistration form, the holders of Day Family Holders holding at least twenty-five ten percent (2510%) of the all remaining Registrable Securities then outstanding held by all Day Family Holders will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar successor short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Short Form Registration exceeds $2,000,00015,000,000. Promptly Within ten (10) days after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use commercially reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 fifteen (15) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its commercially reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the applicable form for the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders Pritzker Stockholders (as a group, and upon the written request of the Pritzker Stockholders holding at least twenty-five percent (25%) of the all Registrable Securities then outstanding held by all Pritzker Stockholders) and the MDP Stockholders (as a group) will each be entitled to request registrations under the Securities Act of all or part of their then outstanding Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (all registrations requested pursuant to this Section 2.2, “Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2, the anticipated aggregate offering amount price of the Registrable Securities included in any such Short-Form Demand Registration exceeds at the time of the initial filing of any such registration statement is estimated to exceed $2,000,00020,000,000. Promptly Within ten (10) days after receipt of any written request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Section 2.4 below) with respect to which the Company has received written requests for inclusion within 15 twenty (20) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formform (unless the managing underwriter of such offering requests the Company use a Long-Form Demand Registration in order to sell all of the Registrable Securities requested to be sold). If a for marketing or other reasons the underwriters with respect to any Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company Each of the Pritzker Stockholders (as a group) and the MDP Stockholders (as a group) shall be obligated limited to effect an unlimited number of, but shall not be obligated to pay for more than two (2), ) Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2during each calendar year.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above2.01(b), commencing any holders of the date on Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations in which the Company becomes eligible shall pay all Registration Expenses, whether or not any such registration has become effective; provided that the aggregate offering value of the Registrable Securities requested to register securities issued by it on a be registered in any Short-Form S-3 or any similar short-form registration, the holders of Registration must equal at least twenty-five percent (25%) $5,000,000 and the request must be made by holders with respect to at least 5% of the Registrable Securities then outstanding will outstanding. Demand Registrations shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with Registrations whenever the Long-Form Demand Registration, “Demand Registrations”); provided, however, that Company is permitted to use any applicable short form and if the anticipated aggregate offering amount managing underwriters (if any) agree to the use of the Registrable Securities included in any such a Short-Form Registration exceeds $2,000,000Registration. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once After the Company has become subject to the reporting requirements of the Exchange Act, the Company will shall use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever If the Company is permitted to use any applicable short form. If holders of a majority of the Registrable Securities initially requesting a Short-Form Demand Registration is request that such Short-Form Registration be filed pursuant to be an underwritten Public OfferingRule 415 (a “Shelf Registration”), and if the underwriters for marketing or other reasons request Company is qualified to do so, then the inclusion in Company shall use its reasonable best efforts to cause the registration statement of information which is not required Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. If for any reason the Company ceases to be included in a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the Securities and Exchange Commission one or more registration statement statements on the applicable such form that is available for the sale of Registrable Securities. All Short-Form Demand Registration, the Company will provide such information as may Registrations shall be reasonably requested for inclusion underwritten registrations unless otherwise approved by the underwriters in holders of a majority of the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2Registrable Securities initially requesting registration.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of Stockholders holding at least twenty-five percent (25%) 20% of the Registrable Securities then issued and outstanding will Common Stock shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a): (i) the anticipated aggregate offering amount of the Registrable Securities included in any covered by such Short-Form registration shall exceed $100,000,000 (net of underwriting discounts and commissions); (ii) the requesting Stockholders shall, at the anticipated time of effectiveness of such registration statement, be permitted under the applicable Other Agreements to sell the Common Stock to be registered pursuant to the applicable registration statement; and (iii) the Company shall not be prohibited under the 2007 Registration exceeds $2,000,000. Promptly Rights Agreement from filing such registration statement. (b) Within ten (10) days after receipt of any written request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities (and Other Registrable Securities), and will use reasonable best efforts to include in such registration all Registrable Securities (and Other Registrable Securities) with respect to which the Company has received written requests for inclusion within 15 twenty (20) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a for marketing or other reasons the underwriters with respect to any Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company Stockholders shall be obligated limited to effect an unlimited number of, but shall not be obligated to pay for more than two one (2), 1) Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.22.2 during each calendar year.

Short-Form Registrations. 2.2.1 In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing on the date on which the Company becomes eligible to register securities issued by it on an appropriate form for an offering to be made on a Form S-3 delayed or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled continuous basis pursuant to request registrations Rule 415 under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration successor thereof (“Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”), each Holder will be entitled to request registrations under the Securities Act of all or part of its Registrable Securities; provided, howeverthat with respect to any requests under this Section 2.2.1, that the anticipated aggregate offering amount of the Registrable Securities included in any such covered by a Short-Form Demand Registration exceeds shall exceed $2,000,000. Promptly 1,000,000 (net of underwriting discounts and commissions). 2.2.2 Within ten (10) days after receipt of any request pursuant to this Section 2.22.2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use commercially reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 ten (10) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the The Company will use its commercially reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a for marketing or other reasons, any underwriters with respect to any Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement Registration Statement of information which that is not required under the Securities Act to be included in a registration statement Registration Statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the such underwriters in the applicable Registration Statement. 2.2.3 The Company shall prepare and file such additional Registration Statements as necessary to maintain continuously effective Resale Registration Statements (as defined below) in connection with Short-Form Demand Registration. The Company shall Registrations, and use its commercially reasonable efforts to cause any such Registration Statement to be obligated declared effective by the SEC (if it is not an automatic shelf registration statement) so that a Resale Registration Statement remains continuously effective, subject to effect an unlimited number ofSection 2.6, but shall not be obligated with respect to pay for more than two (2), resales of Registrable Securities registered pursuant to a Short-Form Demand Registrations in any twelve month period pursuant Registration as and for the periods required hereunder, each such subsequent Registration Statement to this Section 2.2constitute a Resale Registration Statement hereunder.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,0001,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall not be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), ) Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.