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 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 requested to be sold) and (ii) the Sponsors 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 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, the Company shall be permitted to reduce the number of Registrable Securities included in such registration statement 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 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 holders of a majority of the Registrable Securities, as a group, shall be entitled to the Longrequest registration on Form S-3, or any similar form (each, a “Short-Form Demand Registration provided pursuant to Section 2.1 aboveRegistration”), commencing the date on in which the Company becomes eligible to register securities issued by it on a shall pay Registration Expenses as provided in Section 6 of this Agreement; provided that, except in the case of one non-underwritten Short-Form S-3 or any similar short-form registrationRegistration (the “Excepted Registration”), the holders of at least twenty-five percent (25%) aggregate offering value of the Registrable Securities then outstanding will requested to be entitled to request registrations registered in any Short-Form Registration which is qualified under Rule 415 under the Securities Act of all or part of their Registrable Securities on Form S-3, if available must be equal to at least $5,000,000 and which contemplates an underwritten offering must be equal to at least $10,000,000. The offering contemplated by 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 Excepted 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 Securitiesshall not be underwritten. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a The Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If a request for a Demand Registration is for a shelf registration pursuant to Rule 415 of the Securities Act, the Company shall use its reasonable best efforts to keep such shelf registration continuously effective for up to 9 months following such registration, but not later than the date on which all of the Registrable Securities covered by such shelf registration may be an underwritten Public Offering, and if the underwriters for marketing sold without limitation or other reasons request the inclusion in the registration statement of information which is not required restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect); provided, however, that prior to be included in a the termination of such shelf registration statement on prior to the applicable form expiration of such maximum period for the Short-Form Demand Registrationreason that such Registrable Securities may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act or any successor provision having similar effect, the Company will provide shall first furnish to each holder of Registrable Securities participating in 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.shelf registration

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. 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 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. 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 Holder shall be entitled to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date request registration on which the Company becomes eligible to register securities issued by it on a Form S-3 of any securities issuable upon conversion of the Parent Note (the “Registrable Securities”), or any similar shortform (each, a “Short-form registrationForm Registration”), in which the Maker shall pay Registration Expenses; provided that, except in the case of one non-underwritten Short-Form Registration (the “Excepted Registration”), the holders of at least twenty-five percent (25%) aggregate offering value of the Registrable Securities then outstanding will requested to be entitled to request registrations registered in any Short-Form Registration which is qualified under Rule 415 under the Securities Act of all or part of their Registrable Securities on Form S-3, if available must be equal to at least $2,500,000 and which contemplates an underwritten offering must be equal to at least $2,500,000. The offering contemplated by 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 Excepted 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 Securitiesshall not be underwritten. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Maker is permitted to use any applicable short form. If a The Maker shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of the shares of common stock underlying the Parent Notes (the “Registrable Securities”). If a request for a Demand Registration is for a shelf registration pursuant to Rule 415 of the Securities Act, the Maker shall use its reasonable best efforts to keep such shelf registration continuously effective for up to fifteen 15 months following such registration, but not later than the date on which all of the Registrable Securities covered by such shelf registration may be an underwritten Public Offering, and if the underwriters for marketing sold without limitation or other reasons request the inclusion in the registration statement of information which is not required restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect); provided, however, that prior to be included in a the termination of such shelf registration statement on prior to the applicable form expiration of such maximum period for the Short-Form Demand Registrationreason that such Registrable Securities may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act or any successor provision having similar effect, the Company will provide Maker shall first furnish to each holder of Registrable Securities participating in 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.shelf registration

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 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 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 registration1B, the holders of at least twenty-five percent (25%) a majority of the Summit Investor 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”)whether or not any such registration has become effective; provided, however, provided that the anticipated aggregate offering amount value of the Summit Investor Registrable Securities included requested to be registered in any such Short-Form Registration exceeds must be at least $2,000,0001,000,000 (or any such lesser amount if all of the Summit Investor Registrable Securities are requested to be registered). Promptly after receipt of any request pursuant to this Section 2.2Further, the Company will give written notice of such request to all other holders of a majority of the Institutional Investor Registrable Securities then outstanding shall be entitled to: (i) one (1) Short-Form Registration beginning on the date which is two (2) years following the date of this Agreement (or October , 2023) and will use reasonable best efforts expiring on the date which is four (4) years following the date of this Agreement (or October , 2024), provided that, at the time of the demand of the Short-Form Registration by the Institutional Investor(s), the share price of the Class A Common Stock (as published by the Wall Street Journal or, at the Company’s discretion, a similarly reputable source) is at least 50%, if prior to include October , 2024, or 50%, if after October , 2024, in such registration all Registrable Securities each case higher than the public offering price of the Class A Common Stock as set forth in the final prospectus filed by the Company with respect the SEC on October , 2021 (subject to customary adjustments, including for stock splits), in which the Company shall pay all Registration Expenses, whether or not any such registration has received written requests for inclusion within 15 days after delivery of become effective. Demand Registrations shall be Short-Form Registrations whenever the Company’s noticeCompany is permitted to use any applicable short form (unless the Company is required to file a Long-Form Registration pursuant to Section 1B) and if the managing underwriters (if any) agree to use a 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-Short- Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever If (i) the Company holders of a majority of the Summit Investor Registrable Securities or (ii) beginning on the date which is permitted to use any applicable short form. If three (3) years following the date of this Agreement (or October , 2024) and expiring on the date which is four (4) years following the date of this Agreement (or October , 2025), the holders of a majority of the Institutional Investor Registrable Securities, in each case initially requesting a Short-Form Demand Registration is request that such Short-Form Registration be filed pursuant to be an underwritten Public OfferingRule 415, 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 to as soon as reasonably practicable after the filing thereof; provided that, if the Company is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, requesting a Shelf Registration may request that such Shelf Registration be included in a registration statement an Automatic Shelf Registration Statement. In addition, beginning on the applicable form for date which is three (3) years following the date of this Agreement (or October , 2024) and expiring on the date which is four (4) years following the date of this Agreement (or October , 2025), the holders of a majority of the Institutional Investor Registrable Securities shall have the right to request a Short-Form Demand RegistrationRegistration to be filed pursuant to Rule 415, and if the Company will provide 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 is not a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the SEC one or more registration statements on such information as may be reasonably requested form that is available for inclusion by the underwriters in the sale of Registrable Securities. All Short-Form Demand Registration. The Company Registrations shall be obligated to effect an unlimited number ofunderwritten registrations unless otherwise approved by the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, but shall not be obligated to pay for more than two (2)as applicable, Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2initially requesting registration.

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.

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 requested to be sold) and (ii) the Sponsors 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 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, the Company shall be permitted to reduce the number of Registrable Securities included in such registration statement 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 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” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, howeverand, that if requested by the anticipated aggregate offering amount of Lead Investor and available to the Registrable Securities included in any Company, 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 an 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 its Principal Investor Group, 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 Principal Investor Group of the Lead Investor 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 15th 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.