Common use of Filing Clause in Contracts

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within The Company shall, as soon as practicable after the date that is ninety (90) days from the date of this Agreement, but in any event within thirty (30) calendar days following after the Closing Datedate that is ninety (90) days from the date of this Agreement, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (under the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (Securities Act to permit the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (determined as of two or any successor or similar provision adopted by the Commission then in effect) (2) business days prior to such submission or filingthe “Shelf Registration Statement”) on a delayed or continuous basis the terms and conditions specified in this Section 2(a) and shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (ai) the ninetieth ninety (90th90) calendar day following the filing date thereof days (or one hundred and twenty (120) days if the Commission notifies the Company that it will “review” the Shelf Registration Statement Statement) after the date that is ninety (90) days from the date of this Agreement and (bii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the such Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such earlier date, the “Effectiveness Deadline”). Such The Shelf Registration Statement filed with the Commission pursuant to this Section 2(a) shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this Section 2(a) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders. As soon as practicable following the effective date of a Shelf Registration Statement filed pursuant to this Section 2(a), but in any Holder named therein. The event within three (3) business days of such date, the Company shall maintain notify the Holders of the effectiveness of such Registration Statement. When effective, a Shelf Registration Statement filed pursuant to this Section 2(a) (including the documents incorporated therein by reference) will comply as to form in accordance all material respects with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions all applicable requirements of the Securities Act until and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after , in the Company light of the circumstances under which such statement is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4made).

Filing. Within thirty (30) calendar The Company shall, subject to Section 3.4 hereof, submit or file within 30 days following of the Closing Date, the Company shall submit and use commercially reasonable efforts to or file with the Commission cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Initial Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such the Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) 60th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Subject to Sections 2.1.3 and 3.4 hereof, the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty As soon as practicable but no later than forty-five (3045) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty PubCo shall file, as soon as is reasonably practicable and in any event within forty-five (3045) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (except as determined by PubCo pursuant to Section 3.7 as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and basis. PubCo shall use its commercially reasonable best efforts to have cause such Shelf declared Registration Statement to become effective under the Securities Act as soon as practicable after the filing thereofsuch filing, but in no event later than sixty (60) calendar days, or the earlier of (ai) the ninetieth (90th) 120th calendar day following the filing date thereof if the Commission SEC notifies the Company PubCo that it will “review” the Shelf Registration Statement and or (bii) the tenth (10th) business day after the date the Company PubCo is notified (orally or in writing, whichever is earlier) by the Commission SEC that the such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such review and, once effective, to keep the Shelf shall provide for Registration Statement continuously effective under the resale of the Securities Act at all times until all Registrable Securities included therein pursuant to any method and other securities covered by the Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Shelf Registration Statement or combination of methods legally available to, and requested by, any Holder named thereinsuch securities have been withdrawn after the Closing Date. The Company PubCo shall maintain a such Shelf Registration Statement in accordance with the terms hereofof this Investor Rights Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any of which all Registrable Securities registered by such Shelf Registration Statement have been sold or cease to be Registrable Securities. In the event the Company PubCo files a Shelf Registration Statement on Form S-1 ShelfS-1, the Company PubCo shall use its commercially reasonable efforts to convert the Form S-1 such Shelf Registration Statement (and any Subsequent Shelf Registration StatementRegistration) to a Shelf Registration Statement on Form S-3 Shelf as soon as practicable after the Company PubCo is eligible to use Form S-3. The Company’s obligation under PubCo shall also use its reasonable best efforts to file any replacement or additional Shelf Registration Statement and use reasonable best efforts to cause such replacement or additional Shelf Registration Statement to become effective prior to the expiration of the initial Shelf Registration Statement filed pursuant to this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.43.1(a).

Filing. Within thirty No later than one hundred and eighty (30180) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “Form S-1 F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 F-3 (the “Form S-3 F-3 Shelf”), if the Company is then eligible to use a Form S-3 F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have cause such Shelf to be declared effective as soon as practicable after the submission or filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the submission or filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 F-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3F-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4. The Company shall, if requested by the Holder, use its commercially reasonable efforts to: (i) cause the removal of restrictive legends related to compliance with the federal securities laws set forth on the Registrable Securities to the extent such laws are no longer applicable to such Registrable Securities (or will no longer be applicable in connection with the anticipated transaction) (it being agreed that once the Shelf is effective, such legends may be removed); (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that removal of such legends in such circumstances may be effected in compliance with the Securities Act; and (iii) issue Registrable Securities without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust Company, at the Holder’s option, within five (5) business days of such request, if (A) the Registrable Securities are registered for resale under the Securities Act and no suspension of the effectiveness of such registration statement, or of sales thereunder, is then in effect, or (B) the Registrable Securities may be sold by the Holder without restriction under Rule 144, including without limitation, any volume, public information, manner of sale or similar requirements. The Company’s obligation to remove legends under this Section 2.1.1 is conditioned upon the Holder timely providing such representations and other documentation as are reasonably necessary and customarily required in connection with the removal of restrictive legends related to compliance with the federal securities laws.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth fifth (10th5th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to (i) convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf or (ii) file a Form S-3 Shelf, as the case may be, in each case, as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date (the “Filing Date”), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) and shall use its commercially reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of seventy-fifth (a) the ninetieth (90th75th) calendar day following the filing date thereof if the Commission notifies Filing Date; provided that the Company that it will “review” shall have the Registration Statement and Shelf declared effective within ten (b) the tenth (10th10) business day days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement Shelf will not be “reviewed” reviewed or will not be subject to further reviewreview by the Commission; provided further that if such date falls on a Saturday, Sunday or other day that the Commission is closed for business, such date shall be extended to the next business day on which the Commission is open for business and if the Commission is closed for operations due to a government shutdown then such date shall be extended by the same number of business days that the Commission remains closed. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar The Company shall, subject to Section 3.4 hereof, submit or file within 30 days following of the Closing DateDate (the “Filing Deadline”), the Company shall submit and use commercially reasonable efforts to or file with the Commission cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or ), or, if the Company is eligible to use a Registration Statement for on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such the Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (ai) the ninetieth (90th) 60th calendar day following the filing date thereof (or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (bB) the tenth Filing Deadline, and (10thii) business day the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such deadline the “Effectiveness Deadline”), provided, that if the Filing Deadline or Effectiveness Deadline falls on Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline, as the case may be, shall be extended to the next Business Day on which the Commission is open for business. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Subject to Sections 2.1.2 and 3.4 hereof, the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit by the Holders named therein to sell their Registrable Securities included therein therein, and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty forty-five (3045) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement Statement) following Closing and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such earlier date, the “Effectiveness Deadline”); provided, however, that if such Effectiveness Deadlines falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadlines shall be extended to the business day on which the SEC is open for business. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3S-3 Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within PubCo shall file, within thirty (30) calendar days following of the Closing Date, the Company shall submit to Date or file such other earlier date as it is required in accordance with the Commission a Warrant Agreement or any other agreements concerning the registration of Registrable Securities to which PubCo is party (each, an “Other Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 ShelfAgreement”) or ), a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), or if the Company PubCo is then eligible ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf,” and together with the Form S-3 Shelf (and any Subsequent Shelf Registration), the “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and basis. PubCo shall use its commercially reasonable best efforts to have cause the Shelf to become effective, under (x) the Securities Act and (y) the blue sky laws of such Shelf declared effective jurisdictions as any participating Holder reasonably requests, as soon as practicable after the filing thereofsuch filing, but in no event later than sixty (60) days after the earlier of initial filing thereof (a) such date, the ninetieth “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90th90) calendar day following days after the filing date thereof Closing Date if the Commission notifies the Company that it will “review” the Registration Statement is reviewed by, and comments thereto are provided from, the SEC; provided, further, that PubCo shall have the Shelf declared effective within five (b5) the tenth (10th) business day Business Days after the date the Company PubCo is notified (orally or in writing, whichever is earlier) by the Commission staff of the SEC that the Registration Statement Shelf will not be “reviewed” or will not be subject to further review; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business. Such The Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable SecuritiesHolder. In the event the Company PubCo files a Form S-1 Shelf, the Company PubCo shall use its commercially reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company PubCo is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty The Company shall, as soon as practicable after the date of this Agreement, but in any event within forty-five (3045) calendar days following after the Closing Datedate of this Agreement, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (under the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (Securities Act to permit the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (determined as of two or any successor or similar provision adopted by the Commission then in effect) (2) business days prior to such submission or filingthe “Shelf Registration Statement”) on a delayed or continuous basis the terms and conditions specified in this Section 2(a) and shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (ai) the ninetieth sixty (90th60) calendar day following the filing date thereof days (or ninety (90) days if the Commission notifies the Company that it will “review” the Shelf Registration Statement Statement) after the date that is forty-five (45) days from the date of this Agreement and (bii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the such Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such earlier date, the “Effectiveness Deadline”). Such The Shelf Registration Statement filed with the Commission pursuant to this Section 2(a) shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this Section 2(a) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders. As soon as practicable following the effective date of a Shelf Registration Statement filed pursuant to this Section 2(a), but in any Holder named therein. The event within three (3) business days of such date, the Company shall maintain notify the Holders of the effectiveness of such Registration Statement. When effective, a Shelf Registration Statement filed pursuant to this Section 2(a) (including the documents incorporated therein by reference) will comply as to form in accordance all material respects with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions all applicable requirements of the Securities Act until and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after , in the Company light of the circumstances under which such statement is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4made).

Filing. Within thirty PubCo shall file, as soon as is reasonably practicable and in any event within forty-five (3045) calendar days following of the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (except as determined by PubCo pursuant to Section 3.7 as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and basis. PubCo shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission SEC notifies the Company PubCo that it will “review” the Shelf Registration Statement and (b) the tenth (10th) business day after the date the Company PubCo is notified (orally or in writing, whichever is earlier) by the Commission SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company PubCo shall maintain a such Shelf Registration Statement in accordance with the terms hereofof this Investor Rights Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any of which all Registrable Securities registered by such Shelf Registration Statement have been sold or cease to be Registrable Securities. In the event the Company PubCo files a Shelf Registration Statement on Form S-1 ShelfS-1, the Company PubCo shall use its commercially reasonable efforts to convert the Form S-1 such Shelf Registration Statement (and any Subsequent Shelf Registration StatementRegistration) to a Shelf Registration Statement on Form S-3 Shelf as soon as practicable after the Company PubCo is eligible to use Form S-3. The Company’s obligation under PubCo shall also use its reasonable best efforts to file any replacement or additional Shelf Registration Statement and use its reasonable best efforts to cause such replacement or additional Shelf Registration Statement to become effective prior to the expiration of the initial Shelf Registration Statement filed pursuant to this Section 2.1.13.1(a). As soon as reasonably practicable following the effective date of the Shelf Registration Statement filed pursuant to this Section 3.1(a), shallPubCo shall notify the Holders of the effectiveness of such Shelf Registration Statement. On its effective date, for the avoidance Shelf Registration Statement will comply as to form in all material respects with all applicable requirements of doubt, the Securities Act and the Exchange Act and will not contain any untrue statements of a material fact or omit to state a material fact required to be subject stated therein or necessary to Section 3.4make the statements therein not misleading.

Filing. Within The Company shall, as soon as practicable but in no event more than thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof Closing Date if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3S-3 Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty The Company shall use its reasonable best efforts to file within fourteen (3014) calendar days following Business Days after the Closing DateEffective Date a registration statement on any permitted form that qualifies, and is available for, the resale of Registrable Securities, with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (the “Shelf”). The Company shall use its reasonable best efforts to cause the Shelf to become effective as promptly thereafter as practicable. The Company shall include in the Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein at least five (5) Business Days prior to the date of filing pursuant to a registration notice and questionnaire provided to holders under the Rights Offering Procedures; provided, however, that in order to be named as a selling securityholder each Holder must furnish to the Company in writing such information in writing as may be reasonably requested by the Company for the purpose of including such Holder’s Registrable Securities in the Shelf (the “Selling Holder Information”). The Company shall include in the Shelf Selling Holder Information received by, to the extent necessary and in a manner so that upon effectiveness of the Shelf, the Holder shall be named, to the extent required by the rules promulgated under the Securities Act by the Commission, as a selling securityholder and be permitted to deliver (or be deemed to deliver) a prospectus relating to the Shelf to purchasers of the Registrable Securities in accordance with applicable law, and shall, if requested, within five (5) Business Days of any request, amend or supplement the Shelf such that the plan of distribution or other related information reflects transactions proposed to be conducted by any Holder. If the Company files an amended version of the Shelf, the Company shall submit include in such Shelf Selling Holder Information that was not included in any previous filed version of the Shelf. The Company shall use its reasonable best efforts to or file with the Commission convert any Shelf that is on a Form S-1 (including any Follow-On Shelf) to a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1If any Registrable Securities remain issued and outstanding after three (3) years following the initial effective date of such Shelf (the “Initial Shelf Effective Date”), the Company shall, prior to the expiration of such Shelf, file a new Shelf covering such Registrable Securities and shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practical, such new Shelf. The Company shall maintain the effectiveness of the Shelf in accordance with the terms hereof for the avoidance of doubt, be subject to Section 3.4so long as any Registrable Securities remain issued and outstanding.

Filing. Within thirty The Company shall file, as soon as practicable, but in any event within sixty (3060) calendar days following after the Closing DateDate (the “Filing Deadline”), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or or, if the Company is eligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and basis. The Company shall use its commercially reasonable efforts to have cause such Shelf Registration to be declared effective as soon as practicable possible after the filing thereoffiling, but in no event later than the earlier of (ai) the ninetieth sixty (90th60) calendar day days following the filing date thereof if Filing Deadline and (ii) three (3) business days after the Commission notifies the Company that it will not review such Shelf Registration, if applicable (the “review” the Effectiveness Deadline”); provided, that, if such Shelf Registration Statement filed pursuant to this Section 2.1.1 is reviewed by, and (b) the tenth (10th) business day after the date the Company is notified (orally or in writingreceives comments from, whichever is earlier) by the Commission that with respect to such Shelf Registration, the Registration Statement will not Effectiveness Deadline shall be “reviewed” or will not be subject extended to further reviewninety (90) days following the Filing Deadline. Such Shelf Registration shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereintherein (and the FF Beneficial Investor if the FF Investor submits such request). The Company shall maintain a Shelf Registration in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30i) calendar days After the IPO, as promptly as practicable following a request as may be made from time to time by the Closing DateSponsor (a “Shelf Registration Request”), the Company shall submit to or file with the Commission a Registration Statement for SEC a Shelf Registration on Form S-1 (Statement pursuant to Rule 415 of the “Form S-1 Shelf”) or a Securities Act relating to the offer and sale by Holders from time to time in accordance with the methods of distribution elected by the Sponsor and set forth in the Shelf Registration Statement for and, as promptly as practicable thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act. At any time prior to or after the filing of a Shelf Registration Statement, the Sponsor may request that the number of its Registrable Securities previously requested to be registered on Form S-3 such Shelf Registration Statement be increased to a larger number of its Registrable Securities and the Company shall thereafter use its reasonable best efforts to effect such increase for such Shelf Registration Statement as promptly as practicable thereafter. If, on the date of any such request, the Company does not qualify to file a Shelf Registration Statement under the Securities Act, the provisions of this Section 2.02 shall not apply, and the provisions of Section 2.01 shall apply instead. (ii) If on the “Form S-3 Shelf”), if date of the Shelf Registration Request: (i) the Company is a WKSI, then eligible to use a Form S-3 Shelf, in each case, covering the resale Shelf Registration Request shall request Registration of all the an unspecified amount of Registrable Securities (determined as of two (2) business days prior and any other securities to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after be registered by the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement Company; and (bii) the tenth (10th) business day after the date the Company is notified (orally or in writingnot a WKSI, whichever is earlier) by then the Commission that Shelf Registration Request shall specify the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale aggregate amount of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinbe registered. The Company shall maintain a Shelf in accordance with provide to the terms hereof, and shall prepare and file with Sponsor the Commission such amendments, including post-effective amendments, and supplements as may be information necessary to keep determine the Company’s status as a Shelf continuously effectiveWKSI upon request. If applicable, available for use to permit the Holders named therein to sell their aggregate number of Registrable Securities included therein and in compliance with that the provisions Sponsor requests to be registered on such Shelf Registration Statement (as increased from time to time at the election of the Securities Act until such time Sponsor) shall be referred to in this Section 2.02 as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent “Sponsor Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4Amount.”

Filing. Within thirty (30) calendar days The Company shall, subject to Section 3.4, submit or file as promptly as practicable following the Closing Date, the Company shall submit to or file with the Commission Date a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or or, if the Company is eligible to use a Registration Statement for on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filingfiling and assuming that (i) all shares of Series A Preferred Stock are converted into shares of Common Stock at a conversion price equal to the Floor Price and (ii) all Series A Investor Warrants are exercised in full at an exercise price equal to the Floor Price) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) 90th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Subject to Sections 2.1.3 and 3.4, the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within As soon as practicable but no later than thirty (30) calendar days following the Closing closing of the transactions contemplated by the Merger Agreement (the “Closing”) (the “Filing Date”), the Company shall submit file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to or file with the Commission use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but thereof and no later than the earlier of (ax) the ninetieth one hundred twentieth (90th120th) calendar day following the filing date thereof Closing if the Commission notifies the Company that it will “review” the Registration Statement Shelf and (by) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) writing by the Commission that the Registration Statement such Shelf will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within The Company shall as soon as reasonably practicable, but in any event within thirty (30) calendar days following after the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration covering, subject to Section 3.5, the public resale of all of the Registrable Securities owned by (i) the Sponsor, (ii) the Sponsor Equityholders and (iii) the Comera Equityholders listed on Form S-3 Schedule C hereto (the “Form S-3 ShelfEligible Comera Equityholders” and together with the Sponsor and the Sponsor Equityholders, the “Eligible Holders”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities ) (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have cause such Form S-1 Shelf to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (ai) the ninetieth (90th) 60th calendar day following (or the filing date thereof 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement Statement) following the Closing Date and (bii) the tenth (10th) 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Form S-1 Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Eligible Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In Following the event the Company files filing of a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Registration Statement on Form S-3 Shelf (the “Form S-3 Shelf”) as soon as reasonably practicable after the Company is eligible to use Form S-3. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1.1 but in any event within one (1) business day of such date, the Company shall notify the Eligible Holders of the effectiveness of such Registration Statement. The Company’s obligation under this Section 2.1.1, 2.1.1 shall, for the avoidance of doubt, doubt be subject to Section 3.43.4 hereto.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day following the filing date thereof, which shall be extended to the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth fifth (10th5th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act Act, including by filing a Subsequent Shelf Registration Statement pursuant to Section 2.1.2, until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to (i) convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf or (ii) file a Form S-3 Shelf as the case may be, in each case, as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing DatePubCo shall file on April 1, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or 2024 a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) (provided, that (i) if PubCo is ineligible to use a Form S-3 Shelf on or after April 1, 2024, then PubCo shall file and cause to be effective on or prior to April 15, 2024, a Registration Statement for a Shelf Registration on Form S-l (the “Form S-l Shelf” and together with the Form S-3 Shelf (and any Subsequent Shelf Registration), the “Shelf”) and (ii) if PubCo redeems or repurchases the Company Series A Preferred Stock in full (whether before, on or after April 1, 2024) and on such date PubCo is then eligible ineligible to use a Form S-3 Shelf, then PubCo shall file and cause to be effective a Form S-1 Shelf as soon as possible following such redemption or repurchase), in each case, covering the resale of all the Registrable Securities of Searchlight (the “Searchlight Shelf”) (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and basis. PubCo shall use its commercially reasonable efforts to have such cause the Shelf declared to become effective as soon as practicable after the filing thereofsuch filing, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company it being agreed that it will “review” the any Form S-3 Shelf shall be an Automatic Shelf Registration Statement and (b) the tenth (10th) business day after the date the Company if PubCo is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewa Well-Known Seasoned Issuer. Such The Shelf shall provide for the resale of the Registrable Securities of Searchlight included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinSearchlight. The Company PubCo shall maintain a Shelf in accordance with the terms hereofhereof with respect to all Registrable Securities, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company PubCo files a Form S-1 S-l Shelf, the Company PubCo shall use its commercially reasonable efforts to convert the Form S-1 S-l Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company PubCo is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date, the The Company shall submit use commercially reasonable efforts to or file with the Commission not later than the 30th day after the date hereof (the “Filing Deadline”), a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is then ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale by the Holders of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as reasonably practicable after the initial filing thereofthereof (including, but if then a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act, a “WKSI”) by filing such Registration Statement as an automatically effective shelf registration statement) and in no event later than the earlier of forty-five (a45) the ninetieth (90th) calendar day days following the initial filing date thereof if the Commission notifies the Company that it will “review” of the Registration Statement and (bthe “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred five (105) the tenth (10th) business day days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that initial filing of the Registration Statement will not be “reviewed” or will not be subject to further reviewif the Registration Statement is reviewed by the staff of the Commission. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain such Shelf (or a Shelf replacement Shelf) in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf (or a Shelf replacement Shelf) continuously effective, available for use to permit by the Holders named therein to sell their of the Registrable Securities included therein and in compliance with the provisions of the Securities Act until the earlier of the fifth anniversary of the effective date of the Initial Registration Statement or such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) on Form S-1 to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within After the Effectiveness Date, within forty-five (45) days, in the case of a Shelf Registration Statement on Form S-1, or thirty (30) calendar days days, in the case of a Shelf Registration Statement on Form S-3, following a request as may be made from time to time by one or more Demand Rights Holders (subject to the Closing Datelimitations on Demand Requests set forth in Section 2.01(b), with each request under this Section 2.02, including any request to increase the number of shares included on a Shelf Registration Statement after the effectiveness of such Shelf Registration Statement, counting as a request for one Short-Form Registration under Section 2.01(b)), the Company shall submit to or file with the Commission a Registration Statement for SEC a Shelf Registration on Form S-1 (Statement pursuant to Rule 415 of the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (Securities Act relating to the “Form S-3 Shelf”), if offer and sale by Holders from time to time of the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale number of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after specified in the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale requests of the Registrable Securities included therein Demand Rights Holder(s) pursuant to any method or combination of methods legally available to, this Section 2.02 and requested by, any Holder named therein. The Company shall maintain a Shelf the other Holders pursuant to Section 2.02(c) in accordance with the terms hereofmethods of distribution elected by the participating Demand Rights Holder (s) and set forth in the Shelf Registration Statement and, and as promptly as practicable thereafter, shall prepare and use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act. If a Demand Rights Holder makes a request pursuant to this Section 2.02(a) to file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 ShelfRegistration Statement, the Company shall use promptly (and, in any event, within three (3) Business Days) notify the other Demand Rights Holders. No later than five (5) Business Days after the receipt of the foregoing notification regarding the filing of the Shelf Registration Statement pursuant to this Section 2.02(a), the other Demand Rights Holders shall notify the Company in writing of the number of its commercially reasonable efforts Registrable Securities (if any) that such Demand Rights Holders are requesting to convert the Form S-1 Shelf (and any Subsequent be registered on such Shelf Registration Statement. At any time prior to or after the filing of a Shelf Registration Statement, any of the Demand Rights Holders may request that the number of its Registrable Securities (if any) previously requested to be registered on such Shelf Registration Statement be increased to a Form S-3 larger number of its Registrable Securities and the Company shall thereafter use its reasonable best efforts to effect such increase for such Shelf Registration Statement as soon promptly as practicable after thereafter. The aggregate number of Registrable Securities that the Demand Rights Holders request to be so registered on such Shelf Registration Statement (as increased from time to time at the election of any of the Demand Rights Holders pursuant to the immediately foregoing sentence) shall be referred to in this Section 2.02 as the “Demand Rights Holders Shelf Registration Amount.” If, on the date of any such request, the Company is eligible does not qualify to use Form S-3. The Company’s obligation file a Shelf Registration Statement under the Securities Act, the provisions of this Section 2.1.12.02 shall not apply, shall, for and the avoidance provisions of doubt, be subject to Section 3.42.01 shall apply instead.

Filing. Within thirty PubCo shall file, within sixty (3060) calendar days following after the Closing Date, a Registration Statement for a Shelf Registration on Forms F-3 or S-3, as applicable, or any similar short-form registration (the Company shall submit “Form F-3 Shelf”), or if PubCo is ineligible to or file with the Commission use a Form F-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 F-1 or S-1, as applicable, or any similar long-form registration (the “Form S-1 F-1 Shelf”) or a Registration Statement for a ,” and together with the Form F-3 Shelf Registration on Form S-3 (and any Subsequent Shelf Registration), the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and basis. PubCo shall use its commercially reasonable best efforts to have such cause the Shelf declared to become effective as soon as practicable after such filing, but in no event later than sixty (60) days after the initial filing thereof, but no later than which shall be extended to ninety (90) days after the earlier of (a) the ninetieth (90th) calendar day following the initial filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement is reviewed by, and (b) comments thereto are provided from, the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewSEC. Such The Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinSpecial Holder. The Company PubCo shall maintain a the Shelf in accordance with the terms hereofof this Investor Rights Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company PubCo files a Form S-1 F-1 Shelf, the Company PubCo shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 F-3 Shelf as soon as practicable after the Company PubCo is eligible to use Form F-3 or S-3. The Company’s obligation under this Section 2.1.1, shallas applicable, for the avoidance of doubt, be subject to Section 3.4or any similar short-form registration.

Filing. Within thirty (30) calendar The Company shall, subject to Section 3.4 hereof, submit or file within 30 days following of the Closing Date, the Company shall submit and use commercially reasonable efforts to or file with the Commission cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or or, if the Company is eligible to use a Registration Statement for on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Initial Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such the Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) 60th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Subject to Sections 2.1.3 and 3.4 hereof, the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “Form S-1 F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 F-3 (the “Form S-3 F-3 Shelf,” and together with the Form F-1 Shelf, the New Registration Statement and any Subsequent Shelf Registration Statement, the “Shelf”), if the Company is then eligible to use a Form S-3 F-3 Shelf, in each case, covering the public resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3. The Company shall maintain a Shelf in accordance with the terms hereof, and shall use commercially reasonable efforts to prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty One or more of the Existing Holders may deliver a written request to the Company (30the Existing Holders delivering such a request, the “Shelf Initiating Existing Holders”) calendar days following to file a Shelf Registration Statement (a “Shelf Registration Notice”), and subject to the Closing DateCompany’s rights under Section 2.1(c) and the limitations set forth in Section 2.2, the Company shall submit (i) promptly (but in any event no later than five days prior to or file with the Commission a date such Shelf Registration Statement for a is declared effective) give written notice of the proposed registration to all other Holders (which such notice will include the applicable Shelf Percentage) and (ii) use its reasonable best efforts to file and have such Shelf Registration on Form S-1 Statement (which shall be designated by the “Form S-1 Shelf”) or a Company as an Automatic Shelf Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering Well-Known Seasoned Issuer at the resale time of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have filing such Shelf declared Registration Statement with the SEC) become effective with the SEC concurrently with filing or as soon as practicable after the filing thereofthereafter, but in no event later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business 90th day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the receipt of such Shelf Registration Notice. Such Shelf Registration Statement will not be permit or facilitate the sale and distribution of all or such portion of such Shelf Initiating Existing Holders’ Registrable Securities as are specified in such Shelf Registration Notice (such portion, the “reviewed” Shelf Request”), together with all or will not be subject to further review. Such Shelf shall provide for the resale such portion of the Registrable Securities included therein pursuant of any other Holders joining in such demand as are specified in a written demand received by the Company within five days after such written notice is given (such amount not in any event to any method exceed the Shelf Percentage of the total Registrable Securities held by such Holder as of the date of such written notice); provided, however, that if the Company is permitted by applicable law, rule or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain regulation to add selling stockholders to a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including Registration Statement without filing a post-effective amendmentsamendment, a Holder may request the inclusion of such Holder’s Registrable Securities (such amount not in any event to exceed the Shelf Percentage of the total Registrable Securities held by such Holder) in such Shelf Registration Statement at any time or from time to time, and supplements the Company shall add such Registrable Securities to the Shelf Registration Statement as may promptly as reasonably practicable, and such Holder shall be necessary to keep deemed a Shelf continuously effectiveHolder. If, available for use on the date of any such demand, the Company does not qualify to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with file a Shelf Registration Statement, then the provisions of Section 2.3 hereof shall apply instead of this Section 2.1. In no event shall the Company be required to file, and maintain effectiveness pursuant to Section 2.1(b) of, more than one Shelf Registration Statement at any one time pursuant to this Section 2.1. To the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 ShelfAct, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent include in such Shelf Registration StatementStatement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a Form S-3 Shelf as soon as practicable after later time through the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance filing of doubt, be subject to Section 3.4a prospectus supplement rather than a post-effective amendment.

Filing. Within thirty (30i) calendar days following Following the Closing DateIPO, the Company shall submit use its reasonable best efforts to or file with the Commission a Registration Statement qualify for a Shelf Registration on Form S-1 S-3 for secondary sales. At least ten (10) days prior to the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration date on which the Company anticipates becoming eligible to Register on Form S-3 (the “Form S-3 ShelfEligibility Date”), if the Company is then eligible shall notify, in writing, the Institutional Investors of such eligibility and its intention to use file and maintain a Shelf Registration Statement on Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities held by the Institutional Investors (determined as the “Eligibility Notice”). Promptly following receipt of two such Eligibility Notice (2but in no event more than five (5) business days prior after receipt of such Eligibility Notice), the Institutional Investors shall deliver a written notice to such submission or filing) on a delayed or continuous basis and the Company, which notice shall use its commercially reasonable efforts specify the aggregate amount of Registrable Securities held by the Institutional Investors to have be covered by such Shelf declared effective as soon as practicable after Registration Statement and the filing thereofintended methods of distribution thereof (the “S-3 Shelf Notice”). Following delivery of the S-3 Shelf Notice, but no later than the Company (x) shall file promptly (any, in any event, within the earlier of (ai) thirty (30) days of receipt of the ninetieth S-3 Shelf Notice and (90thii) calendar day following forty (40) days after delivery of the filing date thereof Eligibility Notice) with the SEC such Shelf Registration Statement (which shall be an automatic Shelf Registration Statement if the Commission notifies Company qualifies at such time to file such a Shelf Registration Statement) relating to the Company that it will “review” offer and sale of all Registrable Securities requested for inclusion therein by the Institutional Investors and, to the extent requested under Section 2.02(c), the other Holders from time to time in accordance with the methods of distribution elected by such Holders (to the extent permitted in this Section 2.02) and set forth in the Shelf Registration Statement and (by) shall use its reasonable best efforts to cause such Shelf Registration Statement to be promptly declared effective under the tenth Securities Act (10th) business day after including upon the date filing thereof if the Company is notified qualifies to file an automatic Shelf Registration Statement); provided, however, that if an Institutional Investor reasonably believes that the Company will become S-3 eligible and delivers a S-3 Shelf Notice following the IPO but prior to the S-3 Eligibility Date, the Company shall not be obligated to file (orally or in writingbut shall be obligated to prepare) such Shelf Registration Statement on Form S-3. If the Company then qualifies as a “well-known seasoned issuer” under applicable rules of the SEC, whichever is earlier) then if requested by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale Institutional Investors holding a majority of the Registrable Securities included therein pursuant then held by the Institutional Investors, the Shelf Registration Statement shall include an unspecified amount of Registrable Securities to be sold by unspecified Holders. (ii) Subject to the right to deliver a Shelf Notice in the manner contemplated by the first proviso below, at any method time following the end of the twelfth calendar month following the IPO, to the extent that the Company is not eligible to file or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf Registration Statement on Form S-3 as contemplated by Section 2.02(a)(i), the Institutional Investors may, subject to Section 2.11, make a written request to the Company to file a Shelf Registration Statement on Form S-1 (a “Shelf Notice”), which Shelf Notice shall specify the aggregate amount of Registrable Securities of the Institutional Investors to be registered therein and the intended methods of distribution thereof. Following the delivery of a Shelf Notice, the Company (x) shall file promptly with the SEC such Shelf Registration Statement relating to the offer and sale of all Registrable Securities requested for inclusion therein by the Institutional Investors and, to the extent requested under Section 2.02(c), the other Holders from time to time in accordance with the terms hereofmethods of distribution elected by such Holders (to the extent permitted in this Section 2.02) and set forth in the Shelf Registration Statement (provided, and shall prepare and file with the Commission such amendmentshowever, including post-effective amendments, and supplements as may be necessary to keep that if a Shelf continuously effective, available for use Notice is delivered prior to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions end of the Securities Act until such time as there are no longer any Registrable Securities. In twelfth calendar month following the event the Company files a Form S-1 ShelfIPO, the Company shall not be obligated to file (but shall be obligated to prepare) such Shelf Registration Statement prior to the end of the twelfth calendar month following the IPO) and (y) shall use its commercially reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent cause such Shelf Registration Statement) Statement to be promptly declared effective under the Securities Act. If, on the date of any such request (or, in the event of a Form S-3 Shelf as soon as practicable after request that is delivered prior to the end of the twelfth calendar month following the IPO, on the first day of the thirteenth calendar month following the IPO), the Company is eligible does not qualify to use Form S-3. The Company’s obligation file a Shelf Registration Statement under the Securities Act, the provisions of this Section 2.1.12.02 shall not apply, shall, and the provisions of Section 2.01 shall apply instead; provided that the limitations on the number of Demand Registrations for the avoidance of doubt, be subject to Section 3.4CPPIB and Bain shall not apply.

Filing. Within thirty Upon the one-year anniversary of an initial Public Offering (30unless otherwise agreed in writing by the H&F Stockholders and the Executive / Read Trust Stockholders), subject to the Company’s rights under Section 3.1(c) calendar days following and the Closing Datelimitations set forth in Section 3.1(d), the Company shall submit (i) promptly (but in any event no later than twenty (20) days prior to or the date such Shelf Registration Statement is declared effective) give written notice (a “Shelf Registration Notice”) of the proposed registration to all Holders and (ii) use its reasonable best efforts to file as soon as reasonably practicable after such anniversary with the Commission a Registration Statement for SEC and to cause to become effective under the 1933 Act a Shelf Registration on Form S-1 Statement (the “Form S-1 Shelf”) or a which such Shelf Registration Statement for a shall be designated by the Company as an Automatic Shelf Registration on Form S-3 (the “Form S-3 Shelf”), Statement if the Company is then eligible to use a Form S-3 Shelf, in each case, covering Well-Known Seasoned Issuer at the resale time of filing such Shelf Registration Statement with the SEC) for all the Registrable Securities held by the H&F Stockholders and the Executive / Read Trust Stockholders (determined or, if an H&F Stockholder or Executive / Read Trust Stockholder determines to not include all of its Registrable Securities therein, such lesser amount as of two (2) business days prior such Stockholder shall request to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing), whichever is earliertogether with (x) by the Commission that the Registration Statement will not be “reviewed” all or will not be subject to further review. Such Shelf shall provide for the resale such portion of the Registrable Securities included therein pursuant to of any method other Holder or combination of methods legally available toHolders as are specified in a written request received by the Company within fifteen (15) days after such Shelf Registration Notice is given (each such Holder, and requested byeach H&F Stockholder and each Executive / Read Trust Stockholder, as the case may be, a “Shelf Holder”) and (y) all or such portion of the shares of any Third Party Holder named therein. The that the Company shall maintain determines may register securities in such registration (each such Third Party Holder, a “Third Party Shelf Holder”); provided, however, that if the Company is permitted by applicable Law to add selling stockholders to a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including Registration Statement without filing a post-effective amendmentsamendment, a Holder may request the inclusion of additional Registrable Securities in such Shelf Registration Statement at any time or from time to time, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts add such Registrable Securities to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementStatement as promptly as reasonably practicable, and such Holder shall be deemed a Shelf Holder. Notwithstanding anything to the contrary, in no event shall the Company be required to file, or maintain the effectiveness of, a Shelf Registration Statement pursuant to this Section 3.1(a) to a at any time if Form S-3 Shelf as soon as practicable after is not available to the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4at such time.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities that are not at that time covered by the Existing Registration Statement (as then in effect and available for resale of the Registrable Securities covered thereby) (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement Statement) following the Closing Date, and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to (i) convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf or (ii) file a Form S-3 Shelf, as the case may be, in each case, as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty The Company shall as soon as reasonably practicable, but in any event within forty-five (3045) calendar days following after the Closing Date, the Company shall submit use commercially reasonable efforts to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (covering, subject to Section 3.4, the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all of the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have cause such Form S-1 Shelf to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (ai) the ninetieth (90th) 90th calendar day following the filing date thereof (or as soon as reasonably practicable if the Commission notifies the Company that it will “review” the Registration Statement Statement) following the Closing Date and (bii) the tenth (10th) 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Form S-1 Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In Following the event the Company files filing of a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Registration Statement on Form S-3 Shelf (the “Form S-3 Shelf”) as soon as reasonably practicable after the Company is eligible to use Form S-3. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1.1, the Company shall notify the Holders of the effectiveness of such Registration Statement. The Company’s obligation under this Section 2.1.1, 2.1.1 shall, for the avoidance of doubt, doubt be subject to Section 3.43.4 hereto.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or Prepare and file with the Commission a Registration Statement with respect to such securities, and use best commercial efforts to cause such Registration Statement to become and remain effective for a Shelf such period as may be reasonably necessary to effect the sale of such securities; provided, however, such period shall not exceed the earlier to occur of (i) the completion by the underwriters of the distribution pursuant to such Registration on Form S-1 Statement or (ii) as set forth in Section 3.2 (the “Form S-1 ShelfEffectiveness Period”). (a) or Not less than four trading days prior to the filing of a Registration Statement for a Shelf Registration on Form S-3 (or any related Prospectus or any amendment or supplement thereto, the Company shall furnish to each Holder copies of the “Form S-3 Shelf”)Selling Stockholders” section of such document, if the Company is then eligible “Plan of Distribution” and any risk factor section contained in such document that addresses specifically the transactions under the Debt Conversion Agreement or the selling stockholders, as proposed to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities be filed. (determined as of two (2i) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare Prepare and file with the Commission such amendments, including post-post effective amendments, to each Registration Statement and supplements the Prospectus used in connection therewith as may be necessary to keep a Shelf such Registration Statement continuously effective, available for use effective as to permit the Holders named therein to sell their applicable Registrable Securities included therein for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto; and (iv) comply in compliance all material respects with the provisions of the Securities Act until with respect to the Registration Statements. (c) Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three trading days prior to such filing) (i)(A) when a Prospectus or any Prospectus supplement or post effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to each Registration Statement or any post effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as there are no longer the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Use its reasonable commercial efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction. (e) Prior to any public offering of Registrable Securities. In , to register or qualify or cooperate with the event selling Holders in connection with the Company files registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws a Form S-1 Shelfmutually agreeable number of jurisdictions within the United States, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements except that the Company shall use its commercially reasonable efforts not for any purpose be required to convert execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified. . (f) Upon the Form S-1 Shelf (occurrence of any event contemplated by Section 3.1(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any Subsequent Shelf other required document so that, as thereafter delivered, no Registration Statement) Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a Form S-3 Shelf as soon as practicable after material fact required to be stated therein or necessary to make the Company is eligible to use Form S-3. The Company’s obligation statements therein, in light of the circumstances under this Section 2.1.1which they were made, shall, for the avoidance of doubt, be subject to Section 3.4not misleading.

Filing. Within thirty (30i) calendar PubCo shall file, within 45 days following of the Closing DateEffective Date or such other earlier date as it is required in accordance with any Subscription Agreements, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), or if the Company PubCo is then eligible ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf,” and together with the Form S-3 Shelf (and any Subsequent Shelf Registration Statement), each, a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewbasis. Such The Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinHolder. (ii) PubCo shall use its reasonable best efforts to cause the Shelf to become effective as soon as practicable after such filing, but no later than the earlier of (A) 60 calendar days after the filing thereof (or, in the event the SEC reviews and has written comments to the Registration Statement, the 90th calendar day following the filing thereof), (B) the tenth 10th Business Day after the date PubCo is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review, or (C) if the day determined under clause (A) or clause (B) falls on a Saturday, Sunday or other day that the SEC is closed for business, the next Business Day immediately following the day determined under clause (A) or clause (B) on which the SEC is open for business (the date determined under clause (A), (B) and (C), the “Effectiveness Deadline”). The Company PubCo shall maintain a Shelf in accordance with the terms hereofof this Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. . (iii) In the event the Company PubCo files a Form S-1 Shelf, the Company PubCo shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company PubCo is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty As soon as practicable but no later than three (303) calendar business days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the submission or filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the submission or filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4. The Company shall, if requested by the Holder, use its commercially reasonable efforts to: (i) cause the removal of any restrictive legend related to compliance with the federal securities laws set forth on the Registrable Securities; (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that removal of such legends in such circumstances may be effected in compliance with the Securities Act; and (iii) issue Registrable Securities without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust Company, at the Holder’s option, within two (2) business days of such request, if (A) the Registrable Securities are registered for resale under the Securities Act and no suspension of the effectiveness of such registration statement, or of sales thereunder, is then in effect, (B) the Registrable Securities may be sold by the Holder without restriction under Rule 144, including without limitation, any volume, public information, manner of sale or similar requirements, or (C) the Holder has sold or transferred, or proposes to sell or transfer within five (5) business days of such request, Registrable Securities pursuant to the Registration Statement or in compliance with Rule 144. The Company’s obligation to remove legends under this Section 2.1.1 may be conditioned upon the Holder timely providing such representations and other documentation as are reasonably necessary and customarily required in connection with the removal of restrictive legends related to compliance with the federal securities laws.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof (or the one hundred and twentieth (120th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement Statement) and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3S-3 Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within Parentco shall use its commercially reasonable efforts to, as soon as practicable, but in any event within thirty (30) calendar days following after the Closing DateDate (as defined in the Business Combination Agreement), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (covering, subject to Section 3.5, the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all of the Registrable Securities owned by (i) the Holdco Equityholders (ii) the ENPC Equityholders and (iii) the Grey Rock Equityholders (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have cause such Form S-1 Shelf to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (ai) the ninetieth (90th) 60th calendar day following (or the filing date thereof 90th calendar day if the Commission notifies the Company Parentco that it will “review” the Registration Statement Statement) following the Closing Date and (bii) the tenth (10th) business day 10th Business Day after the date the Company Parentco is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Form S-1 Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company Parentco shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In Following the event the Company files filing of a Form S-1 Shelf, the Company Parentco shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Registration Statement on Form S-3 Shelf (the “Form S-3 Shelf”) as soon as reasonably practicable after the Company Parentco is eligible to use Form S-3. The CompanyAs soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1.1 but in any event within one (1) Business Day of such date, Parentco shall notify the Holders of the effectiveness of such Registration Statement. Parentco’s obligation under this Section 2.1.1, 2.1.1 shall, for the avoidance of doubt, be subject to Section 3.43.4 hereto.

Filing. Within thirty (30i) calendar Company shall file, within 45 days following of the Closing Effective Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), or if the Company is then eligible ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf,” and together with the Form S-3 Shelf (and any Subsequent Shelf Registration Statement), each, a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewbasis. Such The Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinInvestor. (ii) Company shall use its reasonable best efforts to cause the Shelf to become effective as soon as practicable after such filing, but no later than the earlier of (A) 120 calendar days after the filing thereof (or, in the event the SEC reviews and has written comments to the Registration Statement, the 150th calendar day following the filing thereof), (B) the tenth 10th Business Day after the date Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review, or (C) if the day determined under clause (A) or clause (B) falls on a Saturday, Sunday or other day that the SEC is closed for business, the next Business Day immediately following the day determined under clause (A) or clause (B) on which the SEC is open for business (the date determined under clause (A), (B) and (C), the “Effectiveness Deadline”). The Company shall maintain a Shelf in accordance with the terms hereofof this Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. . (iii) In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall use commercially reasonable efforts to submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth fifth (10th5th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to (i) convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf or (ii) file a Form S-3 Shelf, as the case may be, in each case, as soon as practicable after the Company is eligible to use Form S-3S-3 but in any event no later than two years following the Closing Date. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30i) calendar days following Following the Closing DateIPO, the Company shall submit use its reasonable best efforts to or file with the Commission a Registration Statement qualify for a Shelf Registration on Form S-1 (S-3 for secondary sales. Promptly following the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration date on which the Company becomes eligible to Register on Form S-3 (the “Form S-3 ShelfEligibility Date”), if the Company is then eligible shall notify, in writing, the Institutional Investors of such eligibility and its intention to use file and maintain a Shelf Registration Statement on Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities held by the Institutional Investors (determined as the “Eligibility Notice”). Promptly following receipt of two such Eligibility Notice (2but in no event more than ten (10) business days prior after receipt of such Eligibility Notice), the Institutional Investors shall deliver a written notice to the Company, which notice shall specify the aggregate amount of Registrable Securities held by such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts Institutional Investor to have be covered by such Shelf declared effective as soon as practicable after Registration Form and the filing thereofintended methods of distribution thereof (the “S-3 Shelf Notice” and such Institutional Investors, but no later than the “Initial S-3 Holders”). Following delivery of the S-3 Shelf Notices, the Company (x) shall file promptly (and, in any event, within the earlier of (ai) thirty (30) days of receipt of the ninetieth S-3 Shelf Notices and (90thii) calendar day following forty (40) days after delivery of the filing date thereof Eligibility Notice) with the SEC such Shelf Registration Statement (which shall be an automatic Shelf Registration Statement if the Commission notifies Company qualifies at such time to file such a Shelf Registration Statement) relating to the Company that it will “review” offer and sale of all Registrable Securities requested for inclusion therein by the Initial S-3 Holders and, to the extent requested under Section 2.02(c), the other Holders from time to time in accordance with the methods of distribution elected by such Holders (to the extent permitted in this Section 2.02) and set forth in the Shelf Registration Statement and (by) shall use its reasonable best efforts to cause such Shelf Registration Statement to be promptly declared effective under the tenth Securities Act (10thincluding upon the filing thereof if the Company qualifies to file an automatic Shelf Registration Statement); provided, however, that if an Institutional Investor reasonably believes that the Company will become S-3 eligible and delivers a S-3 Shelf Notice following the IPO but prior to the S-3 Eligibility Date, the Company shall not be obligated to file (but shall be obligated to prepare) business day after such Shelf Registration Statement on Form S-3. (ii) Subject to the date right to deliver a Shelf Notice in the manner contemplated by the first proviso below, at any time following the first anniversary of the IPO, to the extent that the Company is notified (orally not eligible to file or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf Registration Statement on Form S-3 as contemplated by Section 2.02(a)(i), any Institutional Investor (such Institutional Investor, the “Initiating Holder”) may, subject to Section 2.11, make a written request to the Company to file a Shelf Registration Statement on Form S-1 (a “Shelf Notice”), which Shelf Notice shall specify the aggregate amount of Registrable Securities of the Initiating Holder to be registered therein and the intended methods of distribution thereof. Following the delivery of a Shelf Notice, the Company (x) shall file promptly (and, in any event, within ninety (90) days following delivery of such Shelf Notice) with the SEC such Shelf Registration Statement relating to the offer and sale of all Registrable Securities requested for inclusion therein by the Initiating Holder and, to the extent requested under Section 2.02(c), the other Holders from time to time in accordance with the terms hereofmethods of distribution elected by such Holders (to the extent permitted in this Section 2.02) and set forth in the Shelf Registration Statement (provided, and shall prepare and file with the Commission such amendmentshowever, including post-effective amendments, and supplements as may be necessary to keep that if a Shelf continuously effective, available for use Notice is delivered prior to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions first anniversary of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 ShelfIPO, the Company shall not be obligated to file (but shall be obligated to prepare) such Shelf Registration Statement prior to the first anniversary of the IPO) and (y) shall use its commercially reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent cause such Shelf Registration Statement) Statement to be promptly declared effective under the Securities Act; provided, however, that any such Shelf Registration Statement request shall be deemed to be, for purposes of Section 2.11, a Form S-3 Shelf as soon as practicable after Demand Registration effected by the Initiating Holder and subject to the limitations set forth therein. If, on the date of any such request (or, in the event of a request that is delivered prior to the first anniversary of the IPO, on the date following the first anniversary of the IPO), the Company is eligible does not qualify to use Form S-3. The Company’s obligation file a Shelf Registration Statement under the Securities Act, the provisions of this Section 2.1.12.02 shall not apply, shall, for and the avoidance provisions of doubt, be subject to Section 3.42.01 shall apply instead.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth one hundred twentieth (90th120th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty The Company shall as soon as reasonably practicable, but in any event within forty-five (3045) calendar days following after the Closing Date, the Company shall submit use commercially reasonable efforts to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (covering, subject to Section 3.4, the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all of the Registrable Securities owned by (i) the Sponsor, (ii) the Sponsor Equityholders, and (iii) the Eligible Equityholders, (collectively, the “Eligible Holders”) (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have cause such Form S-1 Shelf to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (ai) the ninetieth (90th) 90th calendar day following the filing date thereof (or as soon as reasonably practicable if the Commission notifies the Company that it will “review” the Registration Statement Statement) following the Closing Date and (bii) the tenth (10th) 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Form S-1 Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In Following the event the Company files filing of a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Registration Statement on Form S-3 Shelf (the “Form S-3 Shelf”) as soon as reasonably practicable after the Company is eligible to use Form S-3. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1.1, the Company shall notify the Holders of the effectiveness of such Registration Statement. The Company’s obligation under this Section 2.1.1, 2.1.1 shall, for the avoidance of doubt, doubt be subject to Section 3.43.4 hereto.

Filing. Within thirty (30) calendar The Company shall file within 30 days following of the Closing Date, the Company shall submit and use commercially reasonable efforts to or file with the Commission cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 F-1 or Form S-1, as applicable (the “Form S-1 F-1 Shelf”) or or, if the Company is eligible to use a Registration Statement for on Form F-3 or Form S-3, a Shelf Registration on Form S-3 F-3 or Form S-3, as applicable (the “Form S-3 F-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts basis; provided, however, that the Company’s obligations to have include the Registrable Securities held by a Holder in the Shelf are contingent upon such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies Holder furnishing in writing to the Company that it will “review” such information regarding the Registration Statement and (b) Holder, the tenth (10th) business day after the date securities of the Company is notified (orally or in writing, whichever is earlier) held by the Commission Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may reasonably request that the Registration Statement will not be “reviewed” or will not be subject to further revieware customary of a selling shareholder in similar situations. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 F-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4F-3.

Filing. Within thirty PubCo shall file, as soon as is reasonably practicable and in any event within sixty (3060) calendar days following of the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (except as determined by PubCo pursuant to Section 3.7 as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and basis. PubCo shall use its commercially reasonable best efforts to have cause such Shelf declared Registration Statement to become effective under the Securities Act as soon as practicable after the filing thereofsuch filing, but in no event later than the earlier of (a) the ninetieth (90th) 105th calendar day following the filing date thereof (or 165th calendar day if the Commission SEC notifies the Company PubCo that it will “review” the Shelf Registration Statement) after the Closing Date. PubCo shall maintain such Shelf Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereofof this Investor Rights Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any of which all Registrable Securities registered by such Shelf Registration Statement have been sold or cease to be Registrable Securities. In the event the Company PubCo files a Shelf Registration Statement on Form S-1 ShelfS-1, the Company PubCo shall use its commercially reasonable efforts to convert the Form S-1 such Shelf Registration Statement (and any Subsequent Shelf Registration StatementRegistration) to a Shelf Registration Statement on Form S-3 Shelf as soon as practicable after the Company PubCo is eligible to use Form S-3. The Company’s obligation under PubCo shall also use its reasonable best efforts to file any replacement or additional Shelf Registration Statement and use reasonable best efforts to cause such replacement or additional Shelf Registration Statement to become effective prior to the expiration of the initial Shelf Registration Statement filed pursuant to this Section 2.1.13.1(a). As soon as reasonably practicable following the effective date of the Shelf Registration Statement filed pursuant to this Section 3.1(a), shallPubCo shall notify the Holders of the effectiveness of such Shelf Registration Statement. On its effective date, for the avoidance Shelf Registration Statement will comply as to form in all material respects with all applicable requirements of doubt, the Securities Act and the Exchange Act and will not contain any untrue statements of a material fact or omit to state a material fact required to be subject stated therein or necessary to Section 3.4make the statements therein not misleading.

Filing. Within thirty (30) calendar days following the Closing Date, the The Company shall submit use its reasonable best efforts to or file with the Commission a Registration Statement continue to qualify for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a S-3 for secondary sales. If, at any time, there is no Shelf Registration Statement for a Shelf Registration on Form S-3 covering all of the Registrable Securities and the Company is eligible to Register on Form S-3 (the “Form S-3 ShelfEligibility Date”), if the Company shall promptly notify, in writing, Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then eligible the Holders, of such eligibility and its intention to use file and maintain a Shelf Registration Statement on Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities held by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Holders, (determined the “Eligibility Notice”). Promptly following receipt of such Eligibility Notice (but in no event more than ten (10) days after receipt of such Eligibility Notice), each of Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders (Investor Holdco or the Majority Holders, as applicable, in such capacity, the “Initial S-3 Holder”), shall deliver a written notice to the Company, which notice shall specify the aggregate amount of two (2) business days prior Registrable Securities held by the Initial S-3 Holder to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have be covered by such Shelf declared effective as soon as practicable after Registration Statement and the filing thereofintended methods of distribution thereof (the “S-3 Shelf Notice”). An S-3 Shelf Notice delivered by Investor Holdco, but or, if Investor Holdco is no later longer a Holder of Registrable Securities, then the Majority Holders shall include, with respect to Registrable Securities to be registered on behalf of the Sponsors, Registrable Securities pro rata from each Sponsor based on each such Holders’ beneficial ownership of Registrable Securities, unless such Holder otherwise directs the Demand Party to include less than its pro rata share of Registrable Securities in accordance with Section 2.02. Following delivery of the S-3 Shelf Notices, the Company (x) shall file promptly (and, in any event, within the earlier of (ai) thirty (30) days of receipt of the ninetieth S-3 Shelf Notices and (90thii) calendar day following forty (40) days after delivery of the filing date thereof Eligibility Notice) with the SEC such Shelf Registration Statement (which shall be an automatic Shelf Registration Statement if the Commission notifies Company qualifies at such time to file such a Shelf Registration Statement) relating to the Company that it will “review” offer and sale of all Registrable Securities requested for inclusion therein by the Initial S-3 Holder and, to the extent requested under Section 3.02(c), the other Holders from time to time in accordance with the methods of distribution elected by such Holders (to the extent permitted in this Section 3.02) and set forth in the Shelf Registration Statement and (by) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the shall use its reasonable best efforts to cause such Shelf Registration Statement will not to be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-promptly declared effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of under the Securities Act until such time as there are no longer any Registrable Securities. In (including upon the event filing thereof if the Company files qualifies to file an automatic Shelf Registration Statement); provided, however, that if the Initial S-3 Holder reasonably believes that the Company will become S-3 eligible and delivers a Form S-1 ShelfS-3 Shelf Notice prior to the S-3 Eligibility Date, the Company shall use its commercially reasonable efforts not be obligated to convert the Form S-1 Shelf file (and any Subsequent but shall be obligated to prepare) such Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Statement on Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall use commercially reasonable efforts to submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “Form S-1 F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 F-3 (the “Form S-3 F-3 Shelf”), if the Company is then eligible to use a Form S-3 F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any outstanding Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 F-3 Shelf as soon as practicable after the Company is eligible to use Form S-3F-3. In no event shall a Holder be identified as a statutory underwriter in a Registration Statement unless requested by the Commission. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within PubCo shall use commercially reasonable efforts to file within thirty (30) calendar business days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for Date a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (except as determined by PubCo pursuant to Section 2.7 as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and basis. PubCo shall use its commercially reasonable efforts to have cause such Shelf declared Registration Statement to become effective under the Securities Act as soon as reasonably practicable after the filing thereofsuch filing, but in no event later than the earlier of (a) the ninetieth (90th) 105th calendar day following the filing date thereof (or 165th calendar day if the Commission SEC notifies the Company PubCo that it will “review” the Shelf Registration Statement) after the Closing Date. PubCo shall maintain such Shelf Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereofof this A&R Registration Rights Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any of which all Registrable Securities registered by such Shelf Registration Statement have been sold or cease to be Registrable Securities. In the event the Company PubCo files a Shelf Registration Statement on Form S-1 ShelfS-1, the Company PubCo shall use its commercially reasonable efforts to convert the Form S-1 such Shelf Registration Statement (and any Subsequent Shelf Registration StatementRegistration) to a Shelf Registration Statement on Form S-3 Shelf as soon as reasonably practicable after the Company PubCo is eligible to use Form S-3. The Company’s obligation under PubCo shall also use its commercially reasonable efforts to file any replacement or additional Shelf Registration Statement and use commercially reasonable efforts to cause such replacement or additional Shelf Registration Statement to become effective prior to the expiration of the initial Shelf Registration Statement filed pursuant to this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.42.1(a).

Filing. Within thirty (30) calendar days following the Closing Date, the The Company shall submit to or agrees that it will file with the Commission (at the Company’s sole cost and expense) a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 ShelfS-1”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis no later than twenty (20) business days after the Closing Date, and the Company shall use its commercially reasonable efforts to have such Shelf the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (ai) sixty (60) calendar days after the filing thereof (or, in the event the Commission reviews and has written comments to the Registration Statement, the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement thereof) and (bii) the tenth third (10th3rd) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the undersigned for review at least two (2) business days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with a Holder’s review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, including but not limited to, distributions by a Holder to members or limited partners of such Holder, and such members or limited partners shall receive such Registrable Securities free of any restrictive legends. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 ShelfS-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within The Company shall, as soon as practicable after the date that is one hundred twenty (120) days from the date of this Agreement, but in any event within thirty (30) calendar days following after the Closing Datedate that is one hundred twenty (120) days from the date of this Agreement, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (under the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (Securities Act to permit the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (determined as of two or any successor or similar provision adopted by the Commission then in effect) (2) business days prior to such submission or filingthe “Shelf Registration Statement”) on a delayed or continuous basis the terms and conditions specified in this Section 2(a) and shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (ai) the ninetieth ninety (90th90) calendar day following the filing date thereof days (or one hundred and twenty (120) days if the Commission notifies the Company that it will “review” the Shelf Registration Statement Statement) after the date that is one hundred twenty (120) days from the date of this Agreement and (bii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the such Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such earlier date, the “Effectiveness Deadline”). Such The Shelf Registration Statement filed with the Commission pursuant to this Section 2(a) shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this Section 2(a) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders. As soon as practicable following the effective date of a Shelf Registration Statement filed pursuant to this Section 2(a), but in any Holder named therein. The event within three (3) business days of such date, the Company shall maintain notify the Holders of the effectiveness of such Registration Statement. When effective, a Shelf Registration Statement filed pursuant to this Section 2(a) (including the documents incorporated therein by reference) will comply as to form in accordance all material respects with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions all applicable requirements of the Securities Act until and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after , in the Company light of the circumstances under which such statement is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4made).

Filing. Within thirty (30) calendar days following the Closing Date, the The Company shall submit to or agrees that it will file with the Commission (at the Company’s sole cost and expense) a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 ShelfS-1”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis no later than thirty (30) business days after the Closing Date, and the Company shall use its commercially reasonable best efforts to have such Shelf the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (ai) sixty (60) calendar days after the filing thereof (or, in the event the Commission reviews and has written comments to the Registration Statement, the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement thereof) and (bii) the tenth third (10th3rd) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. The Company will use its reasonable best efforts to provide a draft of the Registration Statement to the undersigned for review at least two (2) business days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with a Holder’s review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, including but not limited to, distributions by a Holder to members or limited partners of such Holder, and, provided that such Shelf shall have been declared effective by the Commission and except as otherwise provided pursuant to the Securities Act or the Exchange Act, such members or limited partners shall receive such Registrable Securities free of any restrictive legends. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be reasonably necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable SecuritiesSecurities held by the Holders. In the event the Company files a Form S-1 ShelfS-1, the Company shall use its commercially reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within As soon as practicable but no later than thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “"Form S-1 F-1 Shelf”") or a Registration Statement for a Shelf Registration on Form S-3 F-3 (the “"Form S-3 F-3 Shelf”"), if the Company is then eligible to use a Form S-3 F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “"review” " the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “"reviewed” " or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 F-3 Shelf as soon as practicable after the Company is eligible to use Form S-3F-3. The Company’s 's obligation under this Section Clause 2.1.1, shall, for the avoidance of doubt, be subject to Section Clause 3.4.

Filing. Within thirty Subject to the Corporation’s rights under Section 2(c), the Corporation hereby agrees that it shall (30i) calendar use its reasonable best efforts to file on or prior to the first Business Day that is at least 181 days following the Closing Date, date hereof (provided if such date is following the Company shall submit to end of a fiscal quarter for which a Form 10-Q or file Form 10-K has not been filed with the Commission a SEC, then such filing requirement shall be deferred until the date that is five Business Days following the filing of such Form 10-Q or Form 10-K with the SEC) (the “Shelf Registration Statement for Date”) a Shelf Registration on Form S-1 Statement (the “Form S-1 Shelf”) or a which Shelf Registration Statement for a Shelf Registration shall be filed on Form S-3 (if the “Form S-3 Shelf”Corporation is eligible therefor at the time of filing such Shelf Registration Statement with the SEC, and further shall be designated by the Corporation as an Automatic Shelf Registration Statement if the Corporation is a WKSI at the time of filing such Shelf Registration Statement with the SEC), if as will permit or facilitate the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale sale and distribution of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) owned by the Commission that the Registration Statement will not be “reviewed” Holders (or will not be subject to further review. Such Shelf shall provide for the resale such lesser amount of the Registrable Securities included therein pursuant of any Holder as such Holder shall request to any method or combination the Corporation in writing) in such manners of methods legally available todistribution as the Holders may reasonably request, and requested by(ii) use its reasonable best efforts to cause such Shelf Registration Statement to become effective as promptly as reasonably practicable after the Shelf Registration Date. No later than ten (10) Business Days prior to the filing of such Shelf Registration Statement, any Holder named thereinthe Corporation shall give written notice to all Holders of the anticipated date of the filing of such Shelf Registration Statement. The Company shall maintain If the Corporation is permitted by applicable law, rule or regulation to add selling securityholders or additional Registrable Securities, as applicable, to a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including Registration Statement without filing a post-effective amendmentsamendment, a Holder that requested that not all of its Registrable Securities be included in a Shelf Registration Statement that is currently effective may request the inclusion of such Holder’s Registrable Securities (such amount not in any event to exceed the total Registrable Securities owned by such Holder) in such Shelf Registration Statement at any time or from time to time, and supplements the Corporation shall add such Registrable Securities to the Shelf Registration Statement as may promptly as reasonably practicable, and such Holder shall be necessary to keep deemed a Shelf continuously effective, available for Holder. The Corporation shall also use its reasonable best efforts to permit file any replacement or additional Shelf Registration Statement and use reasonable best efforts to cause such replacement or additional Shelf Registration Statement to become effective prior to the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions expiration of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent initial Shelf Registration Statement) Statement filed pursuant to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.42(a).

Filing. Within At or after the Effectiveness Date and if the Company qualifies to use Short Form Registration, each Holder (the “Initiating Holder”) may, subject to Section 2.05(b), make a written request (a “Shelf Notice”) to the Company to file with the SEC a Shelf Registration Statement on Form F-3, which Shelf Notice shall specify the aggregate amount of Registrable Securities of the Initiating Holder to be registered therein and the intended methods of distribution thereof (any such requested Shelf Registration Statement, a “Shelf Registration”). Following the delivery of a Shelf Notice, the Company (x) shall file promptly (and, in any event, within thirty (30) calendar days following delivery of such Shelf Notice) with the Closing SEC such Shelf Registration Statement (which shall be an automatic Shelf Registration Statement if the Company qualifies at such time to file such a Shelf Registration Statement) relating to the offer and sale of all Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement (provided, however, that if a Shelf Notice is delivered prior to the Effectiveness Date, the Company shall submit not be obligated to or file with the Commission a such Shelf Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filingthe Effectiveness Date) on a delayed or continuous basis and (y) shall use its commercially reasonable efforts to have cause such Shelf declared Registration Statement to become effective as soon as practicable after under the filing thereofSecurities Act. If, but no later than on the earlier date of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies any such request, the Company that it will “review” the does not qualify to file a Shelf Registration Statement and (b) under the tenth (10th) business day after the date the Company is notified (orally or in writingSecurities Act, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.12.02 shall not apply, shall, for and the avoidance provisions of doubt, be subject to Section 3.42.01 shall apply instead.

Filing. Within thirty (30Upon the first Business Day of the thirteenth calendar month following an Initial Public Offering or upon an earlier demand by the H&F Initiating Holders, subject to the Company’s rights under Section 5.2(c) calendar days following and the Closing Datelimitations set forth in Section 5.2(d), the Company shall submit (i) promptly (but in any event no later than ten (10) days prior to or the date such Shelf Registration Statement is declared effective) give written notice (a “Shelf Registration Notice”) of the proposed registration to all Holders and (ii) use its reasonable best efforts to file as soon as reasonably practicable after such date with the Commission a Registration Statement for SEC or as soon as possible following receipt of such demand from the H&F Initiating Holders and to cause to become effective under the Securities Act a Shelf Registration on Form S-1 Statement (which Shelf Registration Statement shall be designated by the Company as an Automatic Shelf Registration Statement if the Company is a Well-Known Seasoned Issuer at the time of filing such Shelf Registration Statement with the SEC) as will permit or facilitate the sale and distribution of all Registrable Securities held by any of the H&F Stockholders (or, if the H&F Stockholders determine to not include all of their Registrable Securities therein, such lesser amount as such Holder shall request to the Company in writing), together with (x) all or such portion of the Registrable Securities of any Holder or Holders as are specified in a written request received by the Company within five (5) days after such Shelf Registration Notice is given (each such Holder, and each H&F Stockholder, a “Form S-1 ShelfShelf Holder”) (such amount not in any event to exceed the total Registrable Securities held by such Shelf Holder as of the date of such written notice) and (y) all or such portion of the Securities of any Third Party Holder that the Company determines may register securities in such registration (each such Third Party Holder, a Registration Statement for a “Third Party Shelf Registration on Form S-3 (the “Form S-3 ShelfHolder”); provided, however, that, if the Company is then eligible permitted by applicable law, rule or regulation to use add selling securityholders to a Form S-3 ShelfShelf Registration Statement without filing a post-effective amendment, in each case, covering a Holder may request the resale inclusion of all the such Holder’s Registrable Securities (determined as of two (2) business days prior such amount not in any event to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have exceed the total Registrable Securities held by such Shelf declared effective as soon as practicable after the filing thereofHolder) in such Shelf Registration Statement at any time or from time to time, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies and the Company that it will “review” shall add such Registrable Securities to the Shelf Registration Statement as promptly as reasonably practicable, and (b) the tenth (10th) business day after such Holder shall be deemed a Shelf Holder. If, on the date of any demand by the H&F Initiating Holders for the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain file a Shelf in accordance with Registration Statement, the terms hereof, and shall prepare and Company does not qualify to file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effectiveRegistration Statement, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with then the provisions of the Securities Act until such time as there are no longer any Registrable SecuritiesSection 5.3 shall apply instead of this Section 5.2. In the no event shall the Company files a Form S-1 Shelfbe required to file, the Company shall use its commercially reasonable efforts and maintain effectiveness pursuant to convert the Form S-1 Shelf (and any Subsequent Section 5.2(b) of, more than one Shelf Registration Statement) Statement at any one time pursuant to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.45.2.

Filing. Within thirty The Company shall as soon as reasonably practicable, but in any event within forty-five (3045) calendar days following after the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “Form S-1 F-1 Shelf”) or a Registration Statement for a Shelf Registration covering, subject to Section 3.5, the public resale of all of the Registrable Securities owned by (i) the Sponsor, (ii) the Sponsor Equityholders and (iii) the GCL Global Equityholders listed on Form S-3 Schedule C hereto (the “Form S-3 ShelfEligible GCL Global Equityholders” and together with the Sponsor and the Sponsor Equityholders, the “Eligible Holders”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities ) (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have cause such Form F-1 Shelf to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (ai) the ninetieth (90th) 90th calendar day following (or the filing date thereof 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement Statement) following the Closing Date and (bii) the tenth (10th) 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Form F-1 Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Eligible Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In Following the event the Company files filing of a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Registration Statement on Form S-3 Shelf F-3 (the “Form F-3 Shelf”) as soon as reasonably practicable after the Company is eligible to use Form S-3F-3. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1.1 but in any event within one (1) business day of such date, the Company shall notify the Eligible Holders of the effectiveness of such Registration Statement. The Company’s obligation under this Section 2.1.1, 2.1.1 shall, for the avoidance of doubt, doubt be subject to Section 3.43.4 hereto.

Filing. Within thirty (30) calendar days following after the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (to permit the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this Section 2.1 and shall use its commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of sixty (a) the ninetieth (90th60) calendar day following days after the filing date thereof Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the Closing Date if the Commission notifies the Company that it will “review” the Registration Statement is reviewed by, and comments thereto are provided from, the Commission prior to the original Effectiveness Deadline; provided, further, the Company shall have the Registration Statement declared effective within ten (b10) the tenth (10th) business day Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf If the Effectiveness Deadline falls on a Saturday, Sunday, or other day that the Commission is closed for business, the relevant deadlines shall be extended to the next Business Day on which the Commission is open for business; provided, however, that if the Commission is closed for operations due to a government shutdown, such deadlines shall be extended by the same number of Business Days that the Commission remains closed for. The Registration Statement filed with the Commission pursuant to this Section 2.1 shall be on Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”) covering such Registrable Securities, and shall contain a Prospectus in such form as to permit the Holders to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2.1 shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1, but in any event within three (3) Business Days of such date, the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit notify the Holders named therein of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to sell their Registrable Securities included this Section 2.1 (including any documents incorporated therein and by reference, if any) will comply as to form in compliance all material respects with the provisions all applicable requirements of the Securities Act until and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after , in the Company light of the circumstances under which such statement is eligible to use Form S-3made). The Company’s obligation obligations under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) The Company shall file with the Commission by no later than 45 calendar days following the Closing date of this Agreement (or if such date is not a Business Day, the next succeeding Business Day) a shelf registration statement (the “Shelf”) on Form S-3, if then available, or Form S-1, if Form S-3 is not available, covering the resale by Holders of the Registrable Securities in accordance with and pursuant to Rule 415 promulgated under the Securities Act. The Company shall give the Holders ten Business Days written notice prior to the date for the filing of the Shelf Registration Statement (the “Filing Date”). The Company shall include in a Prospectus Supplement (that shall be deemed to be part of the Shelf Registration Statement) all Registrable Securities with respect to which the Company has received written requests for inclusion therein by 5:00 pm New York Time on the business day prior to the Filing Date (the “Initial Questionnaire Date”); provided, however, that in order to be named as a selling securityholder in the Prospectus Supplement, each Holder must furnish to the Company in writing such information as may be reasonably requested by the Company for the purpose of including such Holder’s Registrable Securities in the Prospectus Supplement (the “Selling Holder Information” which shall be provided on the Notice and Eligible Holder Information Questionnaire in the form attached hereto as Exhibit A). The Company shall include in a Prospectus Supplement the Selling Holder Information received, to the extent necessary and in a manner so that, upon filing of such Prospectus Supplement, or promptly thereafter, any such Holder shall be named, to the extent required by the rules promulgated under the Securities Act by the Commission, as a selling securityholder and be permitted to deliver (or be deemed to deliver) a Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If the Company files an amended version of the Prospectus, the Company shall submit to or file with include in such Prospectus the Commission a Registration Statement for a Selling Holder Information that was not included in any previous filed version of the Prospectus. If any Registrable Securities remain issued and outstanding after three years following the initial effective date of such Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Initial Shelf Registration on Form S-3 (the “Form S-3 ShelfEffective Date”), if the Company is then eligible to use shall either (x) in the case of a Form S-3 Shelf, in each casefile prior to the expiration of such Shelf, covering the resale of all the Registrable Securities or (determined as of two (2y) business otherwise, no less than 90 days prior to the expiration of such submission or filing) on Shelf, file a delayed or continuous basis new Shelf covering such Registrable Securities, and shall thereafter use its commercially reasonable best efforts to have such Shelf cause to be declared effective as soon promptly as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinpractical such new Shelf. The Company shall maintain a the effectiveness of the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements hereof for so long as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their any Registrable Securities included therein remain issued and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4outstanding.

Filing. Within thirty The Company shall file within ninety (3090) calendar business days following after the Closing Date, the Company shall submit and use commercially reasonable efforts to or file with the Commission cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 F-1 (such Registration Statement, the “Form S-1 F-1 Shelf”) or ), or, if the Company is eligible to use a Registration Statement for on Form F-3, a Shelf Registration on Form S-3 F-3 (the “Form S-3 F-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewbasis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available (the “Plan of Distribution”) to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3. If the Company is no longer a Foreign Private Issuer, the Company shall use commercially reasonable efforts to convert the Form F-1 Shelf or Form F-3 Shelf, as applicable, to a Registration Statement for a Shelf Registration on Form S-1 or S-3. The Company’s obligation , as soon as practicable thereafter, but no later than the date that the Company is no longer permitted to make filings as a Foreign Private Issuer under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4Exchange Act.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement Statement) following the Closing Date, and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to (i) convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf or (ii) file a Form S-3 Shelf, as the case may be, in each case, as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following Promptly after the Closing Effective Date, the Company shall submit file, and shall thereafter use its reasonable best efforts to or file with the Commission a Registration Statement for cause to be declared effective as promptly as reasonably practicable thereafter, a Shelf Registration on Form S-1 (or other appropriate form) for the offer and resale of Registrable Securities on a delayed or continuous basis (the “Form S-1 Shelf”). The Company shall give written notice of the filing of the Form S-1 Shelf at least 15 days prior to filing thereof to all Holders of Registrable Securities (the “Registration Notice”) or and shall include in such Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after sending the Registration Notice. The Company shall maintain the Form S-1 Shelf in accordance with the terms hereof (including as set forth in Section 7(c)(ii)). The Company shall use commercially reasonable efforts to convert the Form S-1 Shelf (and any Follow-On Shelf) to a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis ,” and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance together with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementFollow-On Shelf), the “Shelf”) to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for For the avoidance of doubt, the filing of the Form S-1 Shelf under this Section 3(a) shall not count as a Demand Registration and the Company shall be subject required to Section 3.4file and maintain as many Shelf Registrations as necessary (or post-effective amendments, supplements or other filings) until the date on which all Registrable Securities have been sold pursuant to the Shelf Registrations or have otherwise ceased to be Registrable Securities.

Filing. Within thirty (30) calendar days following the Closing DateThe Company shall, the Company shall subject to Section 3.4 hereof, submit to or file with within 30 days of the Commission closing date of the Business Combination (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration (“Shelf Registration”) on Form S-1 (the “Form S-1 Shelf”) or ), or, if the Company is eligible to use a Registration Statement for on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such the Shelf Registration declared effective as soon as practicable after the filing thereof, but no later than the earlier of (ai) the ninetieth (90th) 60th calendar day following the filing date thereof (or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (bB) the tenth Filing Deadline, and (10thii) business day the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such deadline the “Effectiveness Deadline”), provided, that if the Filing Deadline or Effectiveness Deadline falls on Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline, as the case may be, shall be extended to the next Business Day on which the Commission is open for business. Such Shelf Registration shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Subject to Sections 2.1.2 and 3.4 hereof, the Company shall maintain a Shelf Registration in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration continuously effective, available for use to permit by the Holders named therein to sell their Registrable Securities included therein therein, and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within As soon as practicable but not later than thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 ShelfShelf (it being agreed that the Form S-3 Shelf be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth one hundred twentieth (90th120th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, including through a Permitted Distribution in Kind. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty The Company shall, as soon as commercially reasonable, but in any event not later than 90 days after the Effective Date, file a registration statement on any permitted form that qualifies, and is available for, the resale of Registrable Securities, with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (30or any successor rule then in effect) calendar days following (the Closing Date“Shelf”). The Company shall use its commercially reasonable efforts to cause the Shelf to become effective as promptly thereafter as practicable. The Company shall give written notice of the expected filing of the Shelf (the “Registration Notice”) at least 20 Business Days prior to the filing thereof to all parties identified on the signature pages hereto or any signature pages of any joinder agreements delivered pursuant to Sections 10 and 11 hereof and the Company shall include in the Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein at least 5 Business Days prior to the date of filing indicated in the Registration Notice; provided, however, that, in order to be named as a selling securityholder, each Holder must furnish to the Company in writing such information as may be reasonably requested by the Company for the purpose of including such Holder’s Registrable Securities in the Shelf (the “Selling Holder Information”) within the time period set forth above. The Company shall include, in the Shelf, Selling Holder Information received to the extent necessary and in a manner so that, upon effectiveness of the Shelf, any such Holder shall be named, to the extent required by the rules promulgated under the Securities Act by the Commission, as a selling securityholder and be permitted to deliver (or be deemed to deliver) a Prospectus relating to the Shelf to purchasers of the Registrable Securities in accordance with applicable law, and shall, if requested, within two Business Days of any request, amend or supplement the Shelf such that the plan of distribution or other related information reflects transactions proposed to be conducted by any Holder. If the Company files an amended version of the Shelf, the Company shall submit include in such Shelf the Selling Holder Information that was not included in any previous filed version of the Shelf. The Company shall use its commercially reasonable efforts to or file with the Commission convert any Shelf that is on a Form S-1 (including any Follow-On Shelf) to a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. If any Registrable Securities remain issued and outstanding after three years following the initial effective date of such Shelf (the “Initial Shelf Effective Date”), the Company shall either (x) in the case of a Form S-3 Shelf, file prior to the expiration of such Shelf, or (y) otherwise, no less than 90 days prior to the expiration of such Shelf, file a new Shelf covering such Registrable Securities and shall thereafter use its commercially reasonable efforts to cause to be declared effective as promptly as practical, such new Shelf. The Company’s obligation under this Section 2.1.1Company shall maintain the effectiveness of the Shelf in accordance with the terms hereof for a period ending on the date on which all Registrable Securities covered by such Shelf have been sold pursuant to such Shelf or have otherwise ceased to be Registrable Securities; provided that if no Holder (taken together with its Affiliates) Beneficially Owns more than 10% of the then outstanding New Common Stock, shall, for the avoidance Company shall only be obligated to maintain the effectiveness of doubt, be subject to Section 3.4the Shelf until the five-year anniversary of the effective date of the Shelf.

Filing. Within thirty (30) calendar days The Company shall file on or prior to the date that is six months following the Closing Effective Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”)) (it being agreed that the Form S-3 Shelf shall be an Automatic Shelf Registration Statement if the Company is a Well-Known Seasoned Issuer) or, if the Company is then eligible ineligible to use a Form S-3 Shelf, in each casea Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf,” and together with the Form S-3 Shelf (and any Subsequent Shelf Registration), the “Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and basis. The Company shall use its commercially reasonable best efforts to have such cause the Shelf declared to become effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that one year anniversary of the Registration Statement will not be “reviewed” or will not be subject to further reviewEffective Date. Such The Shelf shall provide for the resale of the Registrable Securities included therein from time to time, and pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinthe Investor. The Company shall maintain a the Shelf (and any Subsequent Shelf Registration) in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf (and any Subsequent Shelf Registration) continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein effective and in compliance with the provisions of the Securities Act Act, including Item 512(a)(1) of Regulation S-K of the Securities Act, until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within The Company shall file, within thirty (30) calendar days following of the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), or if the Company is then eligible ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf,” and together with the Form S-3 Shelf (and any Subsequent Shelf Registration), the “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and basis. The Company shall use its commercially reasonable best efforts to have such cause the Shelf declared to become effective as soon as practicable after the filing thereofsuch filing, but in no event later than the earlier of (ax) the ninetieth sixty (90th60) calendar day following the filing date thereof days (or ninety (90) calendar days if the Commission SEC notifies the Company that it will “review” the Registration Statement Shelf) after the initial filing thereof and (by) the tenth (10th) business day 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that the Registration Statement Shelf will not be “reviewed” or will not be subject to further reviewreview (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Date shall be extended to the next Business Day on which the SEC is open for business and (ii) if the SEC is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of Business Days that the SEC remains closed for operations. Such As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 3.1(a) but in any event within one (1) Business Day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. The Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinHolder. The Company shall maintain a the Shelf in accordance with the terms hereofof this Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4or any similar short-form registration.

Filing. Within thirty forty-five (3045) calendar days following the Closing Date (the “Filing Date”), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewFiling Date. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date (the “Filing Date”), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) and shall use its commercially reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of seventy-fifth (a) the ninetieth (90th75th) calendar day following the filing date thereof if the Commission notifies Filing Date; provided that the Company that it will “review” shall have the Registration Statement and Shelf declared effective within ten (b) the tenth (10th10) business day days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement Shelf will not be “reviewed” reviewed or will not be subject to further reviewreview by the Commission; provided further that if such date falls on a Saturday, Sunday or other day that the Commission is closed for business, such date shall be extended to the next business day on which the Commission is closed for business and if the Commission is closed for operations due to a government shutdown then such date shall be extended by the same number of business days that the Commission remains closed. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar The Company shall, as soon as commercially reasonable, but in any event not later than 75 days following after the Closing DateDate (as defined below) (such date, the Company shall submit to or “Filing Deadline”), file a registration statement on any permitted form that qualifies, and is available for, the resale of Registrable Securities, with the Commission a Registration Statement for a Shelf Registration on Form S-1 in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 cause such Shelf (and to become effective as promptly thereafter as practicable, but in any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable event not later than 90 days after the Filing Deadline if the Company is eligible receives comments to use Form S-3the Shelf from the Commission (“SEC Comments”) or 30 days after the Filing Deadline if the Company does not receive SEC Comments (such date, the “Effectiveness Deadline”). The Company’s obligation under obligations to file and to cause the Shelf to become effective pursuant to this Section 2.1.11(a) may be suspended for a period of time, shallupon written notice to the Holders of Registrable Securities, (each such period of time, a “Pre-Effective Suspension Period”), if the Company determines in its reasonable good faith judgment that it is in an Acquisition Event Period; provided, that (i) there are no more than two Pre-Effective Suspension Periods during the term of this Agreement, (ii) the duration of any one Pre-Effective Suspension Period may not exceed 45 days and (iii) the Company shall use its reasonable good faith efforts to terminate any Pre-Effective Suspension Period and commence filing or seek effectiveness of the Shelf, as applicable, as promptly as reasonably practicable, unless the Company, in its sole discretion, reasonably expects such commencement of filing or seeking effectiveness would have an adverse effect on the Company with respect to any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction or any negotiations, discussions or pending proposals with respect thereto. Subject to any SEC Comments, such Shelf shall include a plan of distribution substantially in the form attached hereto as Exhibit A (the “Plan of Distribution”), as may be amended in accordance with the terms of this Agreement. Such Shelf shall not include any shares of Common Stock, other than the Piggyback Shares, or other securities for the avoidance account of doubtany holder other than the Holders, without the prior written consent of the Holders of a majority of the Registrable Securities. The Company shall give written notice of the expected filing of the Shelf (the “Registration Notice”) at least ten Business Days prior to the filing thereof to each Holder and the Company shall include in the Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein at least five Business Days prior to the date of filing indicated in the Registration Notice; provided, however, that, in order to be subject named as a selling securityholder in the Shelf, each Holder must furnish to Section 3.4the Company a duly completed questionnaire in the form attached to this Agreement as Exhibit B or in a form mutually acceptable to the parties, and any additional information as may be reasonably requested by the Company for the purpose of including such Holder’s Registrable Securities in the Shelf (the “Selling Holder Information”). The Company shall include, in the Shelf, Selling Holder Information received to the extent necessary and in a manner so that, upon effectiveness of the Shelf, any such Holder shall be named, to the extent required by the rules promulgated under the Securities Act by the Commission, as a selling securityholder and be permitted to deliver (or be deemed to deliver) a Prospectus relating to the Shelf to purchasers of the Registrable Securities in accordance with applicable law.

Filing. Within The Company shall, as soon as practicable after the date that is six months from the date of this Agreement, but in any event within thirty (30) calendar days following after the Closing Datedate that is six months from the date of this Agreement, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (under the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (Securities Act to permit the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (determined as of two or any successor or similar provision adopted by the Commission then in effect) (2) business days prior to such submission or filingthe “Shelf Registration Statement”) on a delayed or continuous basis the terms and conditions specified in this Section 2(a) and shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (ai) the ninetieth ninety (90th90) calendar day following the filing date thereof days (or one hundred and twenty (120) days if the Commission notifies the Company that it will “review” the Shelf Registration Statement Statement) after the date that is six months from the date of this Agreement and (bii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the such Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such earlier date, the “Effectiveness Deadline”). Such The Shelf Registration Statement filed with the Commission pursuant to this Section 2(a) shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this Section 2(a) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders. As soon as practicable following the effective date of a Shelf Registration Statement filed pursuant to this Section 2(a), but in any Holder named therein. The event within three (3) business days of such date, the Company shall maintain notify the Holders of the effectiveness of such Registration Statement. When effective, a Shelf Registration Statement filed pursuant to this Section 2(a) (including the documents incorporated therein by reference) will comply as to form in accordance all material respects with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions all applicable requirements of the Securities Act until and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after , in the Company light of the circumstances under which such statement is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4made).

Filing. Within thirty (30) 30 calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but in any event no later than 60 calendar days after the earlier of Closing Date; provided, that (a) such deadline shall be extended to the ninetieth (90th) 120th calendar day following the filing date thereof Closing Date if the Commission notifies the Company that it will “review” the Registration Statement and (b) such Shelf shall be declared effective on the tenth (10th) 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act Act, including filing a Subsequent Shelf Registration pursuant to Section 2.1.2, until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. As soon as practicable following the effective date of a Shelf filed pursuant to this Section 2.1.1, but in any event within one business day of such date, the Company shall notify the Holders of the effectiveness of such Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “Form S-1 F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 F-3 (the “Form S-3 F-3 Shelf,” and together with the Form F-1 Shelf, the New Registration Statement and any Subsequent Shelf Registration Statement, the “Shelf”), if the Company is then eligible to use a Form S-3 F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3. The Company shall maintain a Shelf in accordance with the terms hereof, and shall use commercially reasonable efforts to prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty fifteen (3015) calendar business days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth one hundred and twentieth (90th120th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30i) calendar PubCo shall file, as soon as reasonably practicable after the Closing Date and in any event within 30 days following of the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) (it being agreed that the Form S-3 Shelf shall be an Automatic Shelf Registration Statement if PubCo is a Well-Known Seasoned Issuer), or if the Company PubCo is then eligible ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf,” and together with the Form S-3 Shelf (and any Subsequent Shelf Registration Statement), each, a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewbasis. Such The Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinHolder. (ii) PubCo shall use its reasonable best efforts to cause the Shelf to become effective as soon as practicable after such filing, but no later than the earlier of (A) 60 calendar days after the filing thereof (or, in the event the SEC reviews and has written comments to the Registration Statement, the 90th calendar day following the filing thereof), (B) the 10th Business Day after the date PubCo is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review, or (C) if the day determined under clause (A) or clause (B) falls on a Saturday, Sunday or other day that the SEC is closed for business, the next Business Day immediately following the day determined under clause (A) or clause (B) on which the SEC is open for business. The Company PubCo shall maintain a Shelf in accordance with the terms hereofof this Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. . (iii) In the event the Company PubCo files a Form S-1 Shelf, the Company PubCo shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company PubCo is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30i) calendar days following the Closing Date, the The Company shall submit use reasonable best efforts to or file with the Commission prepare and file, as soon as reasonably practicable, a Registration Statement registration statement for a Shelf Registration shelf registration in accordance with Rule 415 under the Securities Act on Form S-1 F-3 (the or if Form F-3 is not available, on Form F-1) (a “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 covering the issuance (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering applicable) and the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) then outstanding on a delayed or continuous basis (and which may also cover any other securities of the Company) and shall use its commercially reasonable best efforts to have such Shelf ▇▇▇▇▇ declared effective as soon as practicable no later than the date thirty (30) days after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The the Holder. (ii) During the term of this Agreement, the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In Securities (the event “Effectiveness Period”). (iii) If any Shelf ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company files shall use reasonable best efforts to, as promptly as is reasonably practicable, cause such Shelf to again become effective under the Securities Act (including using reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf) and shall use reasonable best efforts to, as promptly as is reasonably practicable, amend such Shelf in a Form S-1 Shelfmanner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional Shelf registering the resale of all Registrable Securities then outstanding, and pursuant to any method or combination of methods legally available to, and requested by, the Holder. If an additional Shelf is filed, the Company shall use its commercially reasonable best efforts to convert (a) cause such additional Shelf to become effective under the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf Securities Act as soon as reasonably practicable after such filing (it being agreed that the additional Shelf shall be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) if the Company is eligible a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the most recent applicable eligibility determination date) and (b) keep such additional Shelf continuously effective, usable and in compliance with the provisions of the Securities Act until the end of the Effectiveness Period. If use of any Shelf should expire with respect to use Form S-3. The Company’s obligation under this Section 2.1.1the resale of the Registrable Securities during the Effectiveness Period, shallthe Company will take all action necessary or appropriate to permit the resale of the Registrable Securities to continue uninterrupted as contemplated in the expired Shelf, for including by filing an additional Shelf relating to the avoidance Registrable Securities prior to the expiration of doubt, be subject to Section 3.4such Shelf.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 ShelfFollowing an IPO, the Company shall use its commercially reasonable best efforts to convert (i) file a Shelf Registration Statement for a public offering of all Registrable Securities (or such lesser amount as the Form S-1 Shelf Sponsor Stockholders holding Registrable Securities agree, provided, that (and any Subsequent x) all Registrable Securities of the Management Holders must be registered under such Shelf Registration Statement, (y) all Registrable Securities held by the Temasek Holders must be registered under such Shelf Registration Statement, and (z) upon the request of any such Sponsor Stockholder, the Company shall increase the number of Registrable Securities registered under such Shelf Registration Statement by the amount requested by such Sponsor Stockholder (or, in the event that no Shelf Registration Statement is effective at the time of such request, shall file and cause to become effective a Form S-3 Shelf Registration Statement covering such number of Registrable Securities), and this parenthetical shall apply to successive requests by Sponsor Stockholders holding Registrable Securities) pursuant to Rule 415 promulgated under the Securities Act no later than the first day on which such filing can be made with the SEC following the twelfth (12th) full calendar month after the consummation of an IPO and (ii) cause such Shelf Registration Statement to become effective as soon as practicable after possible thereafter. To the extent that the Company is eligible to use Form S-3a Well-Known Seasoned Issuer at the time of filing such Shelf Registration Statement, the Company shall designate such Shelf Registration Statement as an Automatic Shelf Registration Statement. The Company’s obligation under Company shall use reasonable best efforts to remain a Well-Known Seasoned Issuer during the period which such Automatic Shelf Registration Statement is required to remain effective in accordance with this Agreement. The Company shall (i) promptly (but in any event no later than ten (10) days prior to the date such Shelf Registration Statement is declared effective) give written notice of the proposed registration to all other Holders and Third Party Holders and (ii) subject to the first sentence of this Section 2.1.12.1(a), shalluse its reasonable best efforts to permit or facilitate the sale and distribution of all Registrable Securities under such Registration Statement as may specified by a Holder pursuant to, for the avoidance of doubtand in accordance with, be subject to Section 3.4its rights set forth in this Agreement.

Filing. Within thirty The Company shall, within the earlier of (301) ninety (90) calendar days following after the Third Closing Date(as defined in the Purchase Agreement) and (2) one hundred eighty (180) calendar days after the date of this Agreement, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (under the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (Securities Act to permit the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all the Registrable Securities held by the Holder from time to time as permitted by Rule 415 under the Securities Act (determined as of two or any successor or similar provision adopted by the Commission then in effect) (2) business days prior to such submission or filingthe “Shelf Registration Statement”) on a delayed or continuous basis the terms and conditions specified in this Section 2(a) and shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier earliest of (ai) the ninetieth one hundred twenty (90th120) calendar day following the filing date thereof days (or one hundred fifty (150) calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement Statement) after the Third Closing, (ii) two hundred ten (210) calendar days (or two hundred forty (240) calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the date of this Agreement and (biii) the tenth (10th) business calendar day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the such Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such earlier date, the “Effectiveness Deadline”). Such The Shelf Registration Statement filed with the Commission pursuant to this Section 2(a) shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this Section 2(a) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders. As soon as practicable following the effective date of a Shelf Registration Statement filed pursuant to this Section 2(a), but in any event within three (3) Business Days of such date, the Company shall notify any Holder named thereinof the effectiveness of such Registration Statement. The Company shall maintain When effective, a Shelf Registration Statement filed pursuant to this Section 2(a) (including the documents incorporated therein by reference) will comply as to form in accordance all material respects with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions all applicable requirements of the Securities Act until and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) , in the light of the circumstances under which such statement is made). In no event shall a Holder be identified as a statutory underwriter in the Shelf Registration Statement unless requested by the Commission; provided that if the Commission requests that such Holder be identified as a statutory underwriter in the Shelf Registration Statement, such Holder will have an opportunity to a Form S-3 withdraw from the Shelf as soon as practicable after Registration Statement. At any time that the Company is eligible to use Form S-3. The Company’s obligation a “well-known seasoned issuer” (as defined in Rule 405 under this Section 2.1.1the Securities Act), shall, for any Shelf Registration Statement shall be filed as an “automatic shelf registration statement” (as defined in Rule 405 under the avoidance of doubt, be subject to Section 3.4Securities Act).

Filing. Within thirty (30) calendar The Company shall, subject to Section 3.4 hereof, submit or file within 30 days following of the Closing Date, the Company shall submit and use commercially reasonable efforts to or file with the Commission cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Initial Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such the Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) 60th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Subject to Sections 2.1.3 and 3.4 hereof, the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event that the Company files a Form S-1 ShelfShelf pursuant to this Section 2.1.1, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement Statement) following Closing and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such earlier date, the “Effectiveness Deadline”); provided, however, that if such Effectiveness Deadlines falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadlines shall be extended to the business day on which the Commission is open for business. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3S-3 Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission SEC a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “Form S-1 F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 F-3 (the “Form S-3 F-3 Shelf”), if the Company is then eligible to use a Form S-3 F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission SEC notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder the majority-in-interest of the Holders named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 F-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3F-3. The Company’s obligation under this Section 2.1.12.1, shall, for the avoidance of doubt, shall be subject to Section 3.43.5. References to Form F-1 and F-3 herein (or any successors thereto) shall include references to Form S-1 and S-3 (or any successors thereto) if the Company ceases to be eligible to use Form F-1 or Form F-3.

Filing. Within thirty (30) calendar days following the Closing Date, the The Company shall submit file within 45 days after the date of this Agreement, and use commercially reasonable efforts to or file with the Commission cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or or, if the Company is eligible to use a Registration Statement for on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and basis. The Company shall use its commercially reasonable efforts to have such Shelf cause the Registration Statement to be declared effective as soon as practicable possible after filing, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof deadline if the Commission notifies the Company that it will “review” the Registration Statement is reviewed by, and (b) receives comments from, the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewCommission. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty As soon as practicable but no later than sixty (3060) calendar days following the Closing DateDate (as defined in the Merger Agreement), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth sixtieth (90th60th) calendar day following the filing date thereof (or the ninetieth (90th) calendar day after the filing thereof if the Commission SEC notifies the Company that it will “review” the Registration Statement Statement), and (b) the tenth seventh (10th7th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf A Registration Statement filed pursuant to this Section 2.1.1 shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in such a Registration Statement (and in any Holder named thereinprospectus or prospectus supplement forming a part of such Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling stockholders under the Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4. When effective, a Registration Statement filed pursuant to this Section 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Filing. Within thirty (30) calendar days following the Closing DateDate (the “Filing Deadline”), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (ai) the ninetieth (90th) 60th calendar day following the filing date thereof (or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (bB) the tenth Filing Deadline, and (10thii) business day the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewreview by the Commission (such deadline the “Effectiveness Deadline”); provided, that if the Filing Deadline or Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline, as the case may be, shall be extended to the next Business Day on which the Commission is open for business. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available (the “Plan of Distribution”) to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty As soon as reasonably practicable after the Information Deadline, but in no event later than fifteen (3015) calendar days after the Information Deadline, the Company shall (i) file with the SEC a Shelf Registration Statement relating to the offer and sale by the Participating Holders from time to time of all the Participating Shares in accordance with the methods of distribution set forth in the Shelf Registration Statement and, if applicable, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter or (ii) if the Company has an effective Shelf Registration Statement on file with the SEC that provides for secondary offerings, the Company shall file a Prospectus to cover the offer and sale by the Participating Holders from time to time of all the Participating Shares in accordance with the methods of distribution set forth in the Prospectus; provided however, that the Company shall be permitted in its sole discretion to delay such filing of a Shelf Registration Statement or Prospectus or delay the effectiveness of a Shelf Registration Statement if such filing or effectiveness would occur during a period when the Company has closed its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ window or the eight (8) calendar days following the Closing Datereopening of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ window, in which case, the Company shall submit will be required to or file with the Commission a Shelf Registration Statement for a Shelf Registration or Prospectus on Form S-1 the ninth calendar day (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”)or, if such day is a non-business day, the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2following business day) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale reopening of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ window. For the avoidance of doubt, the methods of distribution set forth in the Shelf Registration Statement or Prospectus shall not include any right to conduct an underwritten offering of Registrable Shares. Except as provided in Section 2.03(a)(iii) and Section 2.03(c), such Shelf Registration Statement or Prospectus shall be subject the only filings required to Section 3.4be made with the SEC under this Agreement.

Filing. Within thirty The Company shall file within twenty (3020) calendar business days following after the Closing Date, the Company shall submit and use commercially reasonable efforts to or file with the Commission cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “Form S-1 F-1 Shelf”) or or, if the Company is eligible to use a Registration Statement for on Form F-3, a Shelf Registration on Form S-3 F-3 (the “Form S-3 F-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewbasis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available (the “Plan of Distribution”) to, and requested by, any Holder named therein. The Company shall, upon request by any Holder named therein, use commercially reasonable efforts to engage an underwriter or underwriters reasonably acceptable to the majority-in-interest of the Registrable Securities to participate in the preparation of the Shelf to enable the Holders to resell Registrable Securities pursuant to the Plan of Distribution. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 F-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4F-3.

Filing. Within thirty (30) 30 calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. As soon as practicable following the effective date of a Shelf filed pursuant to this Section 2.1.1, but in any event within two business days of such date, the Company shall notify the Holders of the effectiveness of such Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth one hundred twentieth (90th120th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within (i) At any time following the Effectiveness Date, subject to Section 2.11, the Tiptree Investors and the Warburg Investors shall each have the right to deliver a written notice to the Company, which notice shall specify the aggregate amount of Registrable Securities held by such Tiptree Investor or Warburg Investor to be covered by a Shelf Registration Statement and the intended methods of distribution thereof (the “S-3 Shelf Notice” and such Tiptree Investor or Warburg Investor, the “Initial S-3 Holders”). Following delivery of the S-3 Shelf Notices, the Company (x) shall file promptly (and, in any event, within thirty (30) calendar days of receipt of the S-3 Shelf Notices with the SEC) such Shelf Registration Statement (which shall be an automatic Shelf Registration Statement if the Company qualifies at such time to file such a Shelf Registration Statement) relating to the offer and sale of all Registrable Securities requested for inclusion therein by the Initial S-3 Holders and, to the extent requested under Section 2.02(c), the other Holders from time to time in accordance with the methods of distribution elected by such Holders (to the extent permitted in this Section 2.02) and set forth in the Shelf Registration Statement and (y) shall use its reasonable best efforts to cause such Shelf Registration Statement to be promptly declared effective under the Securities Act (including upon the filing thereof if the Company qualifies to file an automatic Shelf Registration Statement); provided, however, that if the Tiptree Investors or Warburg Investors reasonably believe that the Company will become S-3 eligible and the Tiptree Investors or Warburg Investors, as applicable, deliver a S-3 Shelf Notice following the Closing IPO but prior to the S-3 Eligibility Date, the Company shall submit not be obligated to or file with the Commission a (but shall be obligated to prepare) such Shelf Registration Statement for on Form S-3 until the later of (i) the S-3 Eligibility Date or (ii) thirty (30) days of receipt of the S-3 Shelf Notice. (ii) Subject to the right to deliver a Shelf Notice in the manner contemplated by the first proviso below, at any time following the Effective Date, to the extent that the Company is not eligible to file or maintain a Shelf Registration Statement on Form S-3 as contemplated by Section 2.02(a)(i), any Tiptree Investor or Warburg Investor (such Tiptree Investor or Warburg Investor, the “Initiating Holder”) may, subject to Section 2.11, make a written request to the Company to file a Shelf Registration Statement on Form S-1 (the a “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 ShelfNotice”), if which Shelf Notice shall specify the aggregate amount of Registrable Securities of the Initiating Holder to be registered therein and the intended methods of distribution thereof. Following the delivery of a Shelf Notice, the Company is then eligible to use a Form S-3 Shelf(x) shall file promptly (and, in each caseany event, covering within sixty (60) days following delivery of such Shelf Notice) with the resale SEC such Shelf Registration Statement relating to the offer and sale of all the Registrable Securities requested for inclusion therein by the Initiating Holder and, to the extent requested under Section 2.02(c), the other Holders from time to time in accordance with the methods of distribution elected by such Holders (determined as of two (2to the extent permitted in this Section 2.02) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such set forth in the Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (by) shall use its reasonable best efforts to cause such Shelf Registration Statement to be promptly declared effective under the tenth (10th) business day after Securities Act; provided, however, that any such Shelf Registration Statement request shall be deemed to be, for purposes of Section 2.11, a Demand Registration effected by the Initiating Holder and subject to the limitations set forth therein. If, on the date of any such request the Company is notified (orally or in writing, whichever is earlier) by the Commission that the does not qualify to file a Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for under the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available toAct, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.12.02 shall not apply, shall, for and the avoidance provisions of doubt, be subject to Section 3.42.01 shall apply instead.

Filing. Within thirty (30) calendar days following Following the Closing DateIPO, the Company shall submit use its reasonable best efforts to or file with the Commission a Registration Statement qualify for a Shelf Registration on Form S-1 (S-3 for secondary sales. Promptly following the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration date on which the Company becomes eligible to Register on Form S-3 (the “Form S-3 ShelfEligibility Date”), if the Company shall notify, in writing, Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then eligible the Holders, of such eligibility and its intention to use file and maintain a Shelf Registration Statement on Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities held by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Holders, (determined as the “Eligibility Notice”). Promptly following receipt of two such Eligibility Notice (2but in no event more than ten (10) business days prior after receipt of such Eligibility Notice), Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, shall deliver a written notice to such submission or filing) on the Company, which notice shall specify the aggregate amount of Registrable Securities held by Investor Holdco, or, if Investor Holdco is no longer a delayed or continuous basis and shall use its commercially reasonable efforts Holder of Registrable Securities, then the Majority Holders, to have be covered by such Shelf declared effective Registration Statement and the intended methods of distribution thereof (the “S-3 Shelf Notice,” and Investor Holdco or the Majority Holders, as soon as practicable after applicable, in such capacity, the filing thereof“Initial S-3 Holder”). An S-3 Shelf Notice delivered by a Demand Party shall include Registrable Securities pro rata from each Sponsor based on each such Holders’ beneficial ownership of Registrable Securities, but no later unless Holder otherwise directs the Demand Party to include less than its pro rata share of Registrable Securities in accordance with Section 2.03. Following delivery of the S-3 Shelf Notices, the Company (x) shall file promptly (and, in any event, within the earlier of (ai) thirty (30) days of receipt of the ninetieth S-3 Shelf Notices and (90thii) calendar day following forty (40) days after delivery of the filing date thereof Eligibility Notice) with the SEC such Shelf Registration Statement (which shall be an automatic Shelf Registration Statement if the Commission notifies Company qualifies at such time to file such a Shelf Registration Statement) relating to the Company that it will “review” offer and sale of all Registrable Securities requested for inclusion therein by the Initial S-3 Holder and, to the extent requested under Section 3.02(c), the other Holders from time to time in accordance with the methods of distribution elected by such Holders (to the extent permitted in this Section 3.02) and set forth in the Shelf Registration Statement and (by) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the shall use its reasonable best efforts to cause such Shelf Registration Statement will not to be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-promptly declared effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of under the Securities Act until such time as there are (including upon the filing thereof if the Company qualifies to file an automatic Shelf Registration Statement); provided, however, that if Investor Holdco, or, if Investor Holdco is no longer any a Holder of Registrable Securities. In , then the event Majority Holders, reasonably believes that the Company files will become S-3 eligible and delivers a Form S-1 ShelfS-3 Shelf Notice following the IPO but prior to the S-3 Eligibility Date, the Company shall use its commercially reasonable efforts not be obligated to convert the Form S-1 Shelf file (and any Subsequent but shall be obligated to prepare) such Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Statement on Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Final Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “Form S-1 F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 F-3 (the “Form S-3 F-3 Shelf”), if the Company is then eligible to use a Form S-3 F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement Statement) following Closing and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewreview (such earlier date, the “Effectiveness Deadline”); provided, however, that if such Effectiveness Deadlines falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadlines shall be extended to the business day on which the SEC is open for business. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 F-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3F-3 Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within The Company shall file within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission Date a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.12.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty fifteen (3015) calendar business days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section subsection 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date, the The Company shall submit to or agrees that it will file with the Commission (at the Company’s sole cost and expense) a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis no later than thirty (30) calendar days after the Closing Date, and the Company shall use its commercially reasonable efforts to have such Shelf the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (ai) sixty (60) calendar days after the filing thereof (or, in the event the Commission reviews and has written comments to the Registration Statement, the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement thereof) and (bii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available (the “Plan of Distribution”) to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty The Company shall, as soon as reasonably practicable, but in any event within twenty (3020) calendar business days following after the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (covering, subject to Section 3.4, the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the public resale of all of the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have cause such Form S-1 Shelf to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (ai) the ninetieth (90th) 90th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement following the filing of the Registration Statement and (bii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Form S-1 Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Following the filing of a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 (the “Form S-3 Shelf”) as soon as reasonably practicable after the Company is eligible to use Form S-3. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1.1, but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of any such Registration Statement. The Company’s obligation under this Section 2.1.1 shall, for the avoidance of doubt be subject to Section 3.4 hereto. The Company shall maintain a Shelf in accordance with the terms hereof, hereof and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar days following the Closing Date (the “Filing Date”), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 F-1 (the “Form S-1 F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 F-3 (the “Form S-3 F-3 Shelf”), if the Company is then eligible to use a Form S-3 F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) and shall use its commercially reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies Filing Date; provided that the Company that it will “review” shall have the Registration Statement and Shelf declared effective within five (b) the tenth (10th5) business day days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement Shelf will not be “reviewed” reviewed or will not be subject to further reviewreview by the Commission; provided further that if such date falls on a Saturday, Sunday or other day that the Commission is closed for business, such date shall be extended to the next business day on which the Commission is open for business and if the Commission is closed for operations due to a government shutdown then such date shall be extended by the same number of business days that the Commission remains closed. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 F-3 Shelf as soon as practicable after the Company is eligible to use Form S-3F-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty PubCo shall file, as soon as is reasonably practicable and in any event within forty-five (3045) calendar days following of the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (except as determined by PubCo pursuant to Section 3.7 as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and basis. PubCo shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission SEC notifies the Company PubCo that it will “review” the Shelf Registration Statement and (b) the tenth (10th) business day after the date the Company PubCo is notified (orally or in writing, whichever is earlier) by the Commission SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company PubCo shall maintain a such Shelf Registration Statement in accordance with the terms hereofof this Investor Rights Agreement, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act Act, until such time as there are no longer any all Registrable Securities registered by such Shelf Registration Statement have been sold or cease to be Registrable Securities. In the event the Company PubCo files a Shelf Registration Statement on Form S-1 ShelfS-1, the Company PubCo shall use its commercially reasonable efforts to convert the Form S-1 such Shelf Registration Statement (and any Subsequent Shelf Registration StatementRegistration) to a Shelf Registration Statement on Form S-3 Shelf as soon as practicable after the Company PubCo is eligible to use Form S-3. The Company’s obligation under PubCo shall also use its reasonable best efforts to file any replacement or additional Shelf Registration Statement and use reasonable best efforts to cause such replacement or additional Shelf Registration Statement to become effective prior to the expiration of the initial Shelf Registration Statement filed pursuant to this Section 2.1.13.1(a). As soon as reasonably practicable following the effective date of the Shelf Registration Statement filed pursuant to this Section 3.1(a), shallPubCo shall notify the Holders of the effectiveness of such Shelf Registration Statement. On its effective date, for the avoidance Shelf Registration Statement will comply with all applicable requirements of doubt, the Securities Act and the Exchange Act and will not contain any untrue statements of a material fact or omit to state a material fact required to be subject stated therein or necessary to Section 3.4make the statements therein not misleading.

Filing. Within thirty The Company shall use its commercially reasonable efforts to file with the Commission, no later than fifteen (3015) calendar business days following the Closing Date, closing of the transactions contemplated by the Business Combination Agreement and the availability to the Company shall submit to or file with of the Commission a financial statements and Form 10-K Part III information required for inclusion in such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 ShelfFiling Date”), if the Company is then eligible to use a Form S-3 Shelf, in each case, S-1 Shelf covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filingthe initial filing of the Form S-1 Shelf) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Form S-1 Shelf declared effective as soon as practicable after the filing thereof, but thereof and no later than the earlier of (ax) the ninetieth (90th) calendar day following the filing date thereof Filing Date if the Commission notifies the Company that it will “review” the Registration Statement Form S-1 Shelf and (by) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement such Form S-1 Shelf will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3 Shelf. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event second anniversary of the Company files a Form S-1 Shelf, consummation of the Company shall use its commercially reasonable efforts to convert transactions contemplated by the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4Business Combination Agreement.

Filing. Within As soon as practicable but no later than thirty (30) calendar days following the Closing closing of the transactions contemplated by the Merger Agreement (the “Filing Date”), the Company shall submit file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to or file with the Commission use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but thereof and no later than the earlier of (ax) the ninetieth (90th) calendar day following the filing date thereof Filing Date if the Commission notifies the Company that it will “review” the Registration Statement Shelf and (by) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement such Shelf will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4S-3 Shelf.

Filing. Within thirty The Company shall file within sixty (3060) calendar days following of the Closing Date, the Company shall submit and use reasonable best efforts to or file with the Commission cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 F-1 or Form S-1, as applicable (the “Form S-1 F-1 Shelf”) or or, if the Company is eligible to use a Registration Statement for on Form F-3 or Form S-3, a Shelf Registration on Form S-3 F-3 or Form S-3, as applicable (the “Form S-3 F-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts basis; provided, however, that the Company’s obligations to have include the Registrable Securities held by a Holder in the Shelf are contingent upon such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies Holder furnishing in writing to the Company that it will “review” such information regarding the Registration Statement and (b) Holder, the tenth (10th) business day after the date securities of the Company is notified (orally or in writing, whichever is earlier) held by the Commission Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may reasonably request that the Registration Statement will not be “reviewed” or will not be subject to further revieware customary of a selling shareholder in similar situations. Such Shelf shall provide for the resale or distribution of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 F-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 F-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4F-3.

Filing. Within thirty The Company shall use its reasonable best efforts to file, on or prior to the date that is forty-five (3045) calendar days following after the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 Date (the “Form S-1 ShelfFiling Date”) or ), a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”)) or, if the Company is then eligible ineligible to use a Form S-3 Shelf, in each casea Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf,” and together with the Form S-3 Shelf (and any Subsequent Shelf Registration), the “Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and basis. The Company shall use its commercially reasonable best efforts to have such cause the Shelf declared to become effective as soon as practicable by the date that is sixty (60) days after the filing thereofFiling Date; provided, but no later than that such sixty (60)-day period shall be extended to ninety (90) days after the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof Filing Date if the Commission notifies Shelf is reviewed by, and receives comments from, the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewSEC. Such The Shelf shall provide for the resale of the Registrable Securities included therein from time to time, and pursuant to any method or combination of methods legally available to, and requested by, any Holder named thereinHolder, which may include underwritten marketed offerings, underwritten block trades, registered broker trades, or any other method of distribution elected by any such Holder. The Company shall use its reasonable best efforts to maintain a the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a such Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein effective and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Filing. Within thirty (30) calendar The Company shall submit or file within 60 days following the Closing Date, the Company shall submit to or file with the Commission Date a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or or, if the Company is eligible to use a Registration Statement for on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis (and which may also cover any other securities of the Company) and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) 60 calendar days after the ninetieth filing thereof (90th) or the 90th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement Statement) and (b) the tenth (10th) business day 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration StatementRegistration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.