Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following (a) From and after the date hereof, subject to the terms and conditions hereof, and further subject to the availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the resale Company will deliver written notice thereof to all other holders of all the Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement, including a Permitted Distribution in Kind, by delivering to the Company a written request to so participate within ten (determined as 10) days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities; and (iii) the date on which the Investors’ collective Beneficial Ownership of Company Common Stock falls below five percent (5.0%); provided, that the Company’s obligations under this Section 4.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Investors (taking into account the time periods described in Section 4.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf PeriodOffering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g). (g) If any Demand Shareholder so elects, a Shelf Offering may be in the form of a block sale to one or more financial institutions for resale pursuant to a Shelf Registration Statement (a “Block Trade”). If a Demand Shareholder wishes to engage in a Block Trade, the Demand Shareholder shall notify the Company five (5) Business Days prior to the day such Block Trade is to commence (unless a longer period is agreed to by the Demand Shareholder). The Company shall use its commercially reasonable best efforts to promptly replace facilitate any Block Trade (which may close as early as two (2) Business Days after the date it commences) consistent with its obligations under this Article 4. (h) If any Demand Shareholder so elects, a Shelf Registration Statement at or before expirationOffering may involve a Permitted Distribution in Kind, if and the Company will reasonably facilitate such distribution in the manner reasonably requested by such Demand Shareholder and in compliance with the Securities Act and Exchange Act, as applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file has prepared and filed in conformity with the SEC, no later than 150 days following requirements of the date of this Agreement, 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a shelf “shelf” registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities No. 333-230854), which became effective on Form S-3April 24, such registration shall be on such other form available to register for resale the Registrable Securities as 2019, including a secondary offering (including Form S-1)) base prospectus (the “Shelf Registration StatementBase Prospectus”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior relating to such submission common stock, preferred stock, warrants, rights or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities units of the Company and other holders that may be sold from time to time by the Company, in accordance with Rule 415 of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)1933 Act, and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be necessary to keep a Shelf part of the Registration Statement effective until by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such time prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as there defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are no longer any Registrable Securities outstanding (such period during which a Shelf so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement is effectiveany Preliminary Prospectus, the “Shelf Period”). The Company Statutory Prospectus or the Prospectus shall use its reasonable best efforts be deemed to promptly replace refer to and include any Shelf such document filed or to be filed under the 1934 Act after the date of the Registration Statement at Statement, any such Preliminary Prospectus, the Statutory Prospectus or before expirationProspectus, if applicableas the case may be, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingand deemed to be incorporated therein by reference.

Shelf Registration Statement. (i) The Company will use its reasonable best efforts to promptly file has prepared and filed in conformity with the SEC, no later than 150 days following requirements of the date of this Agreement, 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a shelf “shelf” registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities No. 333-230854), which became effective on Form S-3April 24, such registration shall be on such other form available to register for resale the Registrable Securities as 2019, including a secondary offering (including Form S-1)) base prospectus (the “Shelf Registration StatementBase Prospectus”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior relating to such submission Common Stock, preferred stock, warrants, rights or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities units of the Company and other holders that may be sold from time to time by the Company, in accordance with Rule 415 of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)1933 Act, and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be necessary to keep a Shelf part of the Registration Statement effective until by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such time prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as there defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are no longer any Registrable Securities outstanding (such period during which a Shelf so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement is effectiveany Preliminary Prospectus, the “Shelf Period”). The Company Statutory Prospectus or the Prospectus shall use its reasonable best efforts be deemed to promptly replace refer to and include any Shelf such document filed or to be filed under the 1934 Act after the date of the Registration Statement at Statement, any such Preliminary Prospectus, the Statutory Prospectus or before expirationProspectus, if applicableas the case may be, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingand deemed to be incorporated therein by reference.

Shelf Registration Statement. The (a) Subject to Section 2(d), and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, as soon as reasonably practicable after it is initially eligible to do so, the Company will shall file, and use its reasonable best efforts to promptly file with cause to be declared effective by the SEC, no later than 150 days following the date of this AgreementCommission as soon as reasonably practicable after such filing date, a shelf registration statement on Form S-3 (or successor form) (except if providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Company is then ineligible Securities Act relating to register for resale the offer and sale, from time to time, of the Registrable Securities on owned by the Holders in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) S-3 (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date ). Even if the Company is notified a well-known seasoned issuer (orally or as defined in writingRule 405 under the Securities Act) (a “WKSI”), whichever is earlier) by the SEC that the Shelf Registration Statement will Company shall not be “reviewed” or will not be subject required to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files file the Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with respect to a Form S-1broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in a shelf registration statement. (b) At least ten Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “Shelf Notice”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within five Business Days after the Shelf Notice is received by any such Holder. (c) Subject to Section 2(d), the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after keep the Company is eligible to use Form S-3. Such Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or one or more successor Shelf Registration Statements) until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the resale Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders circumstances under which they were made, not misleading. (e) All rights of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled Holders and their respective Affiliates to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of Transfer TEGP Class A Shares using the Shelf Registration Statement for the maximum period permitted by SEC rules, shall be subject to any Suspension that may occur as described the transfer restrictions contained in Section 2(i13(a), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The (a) If, after the twelfth full calendar month after the date hereof, the Company receives from the Holder a written request that the Company effect a shelf registration with respect to the Registrable Securities, the Company will use its reasonable best efforts to promptly within 60 days after such request file with the SEC, no later than 150 days following the date of this Agreement, Commission a shelf registration statement on Form S-3 (or successor form) (except Form S-1 if the Company Form S-3 is not then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)Company) (the “Shelf Registration Statement”) 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 all reasonable efforts to have such Shelf Registration Statement registration statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement form as would permit the sale and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale distribution of the Registrable Securities included therein then held by the Holder pursuant to any method or combination of methods legally available toRule 415 under the Securities Act, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities to keep such registration statement effective until the date the Registrable Securities then Beneficially Owned by the Holder constitute less than 10% of the Company and other holders of then outstanding Common Stock. (b) Subject to compliance with Section 5 hereof, the Company’s securities; provided that, for the avoidance of doubt, such other holders Holder shall not be entitled to an aggregate of two Underwritten Offerings and/or DECS Offerings in connection with a registration under Section 4(a); provided, however, that if the rights Company has effected a registration pursuant to Section 3(b) then the Holder shall be entitled to only one Underwritten Offering or DECS Offering in connection with a registration under Section 4(a). Otherwise, the distribution of “Stockholders” hereunder. The Company Registrable Securities pursuant to a registration under Section 4(a) shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted be effected, from time to time or at one time, only by SEC rulesor through such investment banking firm or firms (acting as broker, subject to any Suspension that may occur as described in Section 2(i)dealer, and shall promptly prepare and file with the SEC such amendmentsagent, including post-effective amendments, and supplements principal or otherwise) as may be necessary reasonably acceptable to keep a Shelf Registration Statement effective until such time as there are no longer the Holder and the Company. (c) At least five days prior to any sale of Registrable Securities outstanding pursuant to a registration under Section 4(a) (such period during which other than a Shelf Registration Statement is effectivesale in an Underwritten Offering or a DECS Offering), the “Shelf Period”). The Holder shall advise the Company shall use in writing of the terms of its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expirationarrangements, if applicableany, with a successor effective Shelf Registration Statement until any investment banking firm or firms agreed upon in accordance with Section 4(b), including the capacity in which such time as there are no longer any firm or firms will act, the proposed manner of distribution of the Registrable Securities outstandingand compensation terms.

Shelf Registration Statement. The (a) Subject to Section 2(d), and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, as soon as reasonably practicable after it is initially eligible to do so, the Company will shall file, and use its reasonable best efforts to promptly file with cause to be declared effective by the SEC, no later than 150 days following the date of this AgreementCommission as soon as reasonably practicable after such filing date, a shelf registration statement on Form S-3 (or successor form) (except if providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Company is then ineligible Securities Act relating to register for resale the offer and sale, from time to time, of the Registrable Securities on owned by the Holders in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) S-3 (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date ). Even if the Company is notified a well-known seasoned issuer (orally or as defined in writingRule 405 under the Securities Act) (a “WKSI”), whichever is earlier) by the SEC that the Shelf Registration Statement will Company shall not be “reviewed” or will not be subject required to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files file the Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with respect to a Form S-1broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in a shelf registration statement. (b) At least ten Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “Shelf Notice”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within five Business Days after the Shelf Notice is received by any such Holder. (c) Subject to Section 2(d), the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after keep the Company is eligible to use Form S-3. Such Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or one or more successor Shelf Registration Statements) until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the resale Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingmisleading.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with Section 2(d), and further subject to the SEC, no later than 150 days following the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, as soon as reasonably practicable after it is initially eligible to do so, the Company is then ineligible shall file, and use its commercially reasonable efforts to register cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for resale an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities on owned by the Holders in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) S-3 (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date ). Even if the Company is notified a well-known seasoned issuer (orally or as defined in writingRule 405 under the Securities Act) (a “WKSI”), whichever is earlier) by the SEC that the Shelf Registration Statement will Company shall not be “reviewed” or will not be subject required to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files file the Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with respect to a Form S-1broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in a shelf registration statement. (b) At least twenty (20) Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “Shelf Notice”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within ten (10) calendar days after the Shelf Notice is received by any such Holder. (c) Subject to Section 2(d), the Company shall use its commercially reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after keep the Company is eligible to use Form S-3. Such Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or one or more successor Shelf Registration Statements) until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the resale Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the misleading. (e) All rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of Oxy, EMG and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and their respective Affiliates to Transfer PAGP Class A Shares using the Shelf Registration Statement for the maximum period permitted by SEC rules, shall be subject to any Suspension that may occur as described the transfer restrictions contained in Section 2(i13(a), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The (a) Subject to the limitations set forth in this Agreement (including ARTICLE II), from and after the first anniversary of the Effective Time, subject to the terms and conditions hereof, and further subject to the eligibility of the Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form) (except if “Form S-3”), the Investors may by written notice delivered to the Company require the Company to file as soon as reasonably practicable, and to its commercially reasonable efforts to cause to be declared effective by the Commission, if applicable, as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act to permit or facilitate the offer, sale and distribution, from time to time, of an amount of Registrable Securities then held by the Investors that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. (b) Subject to Section 4.3(c), 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 Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the (including by filing amendments thereto or replacement registration statements thereof, but no later than ) until the earlier of (i) 180 days following five (5) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not Registrable Securities; and (iii) the date on which the Investors no longer hold Registrable Securities that represent at least two percent (2.0%) of the Total Voting Power of Company Common Stock in the aggregate. (c) Notwithstanding anything to the contrary contained in this Agreement, if so advised by the Company in writing (which shall describe the reason for the Blackout Period and, to the extent practicable, an approximation of the anticipated duration of such Blackout Period), the Investors shall be subject required to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event such Blackout Period is of the type described in clause (ii) of the definition thereof, the Company files shall (i) deliver to the Investors a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period have been met. After the expiration of any Blackout Period and without any request or demand from the Investors, the Company to the extent necessary shall as promptly as reasonably practicable prepare and file a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated or deemed incorporated therein by reference, or any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein pursuant or necessary to any method or combination of methods legally available tomake the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (d) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if the Investors deliver a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company ) (which Take-Down Notices shall use its reasonable best efforts not total more than two (2) in the aggregate during any calendar year) stating that the Investors intend to promptly replace any sell all or part of their Registrable Securities included on the Shelf Registration Statement at (a “Shelf Offering”), then, the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until or the prospectus as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering. In connection with any Shelf Offering that is an Underwritten Offering and where the offering of the securities includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”), if the lead managing underwriter(s) advises the Company and the Investors that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the Investors are advised by such lead managing underwriter(s) can be sold without such adverse effect. Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this ARTICLE IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(g).

Shelf Registration Statement. The Company will use its reasonable best efforts Within 45 days of receipt by NBCi of a written notice as described in Section 3(a) which is requested to promptly file with be effected as a shelf registration pursuant to Rule 415 under the SECSecurities Act (such Demand Registration, no a "SHELF REGISTRATION") (which request shall not be made at any time prior to the later than 150 days following of the twelve month anniversary of the date of this Agreement, hereof or the date on which NBCi first becomes eligible to file a shelf registration statement on Form S-3 S-3), NBCi shall file with the SEC a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities of the requesting Holder included therein in the Demand Notice and any additional Registrable Securities requested to be included by the other Holders pursuant to any method or combination the terms of methods legally available toSections 3(c) and 4(b) (collectively, and requested byin such capacity, any Stockholder named thereinthe "REGISTERING HOLDERS"). The Shelf Registration Statement may also cover any other securities shall be on the appropriate form and shall comply as to form in all material respects with the requirements of the Company Securities Act and other holders the sales and regulations promulgated thereunder, permitting registration of such Registrable Securities for resale by the Company’s securities; provided thatRegistering Holders in the manner designated by them (including, for the avoidance of doubtwithout limitation, such other holders one or more Underwritten Offerings). NBCi shall not be entitled use all commercially reasonable efforts to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of cause the Shelf Registration Statement for the maximum period permitted to be declared effective by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC as promptly as practicable. NBCi will notify the Registering Holders in writing when such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is becomes effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with From and after the SEC, no later than 150 days one (1) year anniversary of the first day of the first full calendar month following the date of this AgreementAgreement and subject to Section 4.3, the Company shall, upon request of any Investor, as promptly as reasonably practicable file with the SEC a shelf registration statement for an offering to be made on Form S-3 (or successor form) (except if a continuous basis pursuant to Rule 415 covering the Company is then ineligible to register for resale of all of the Registrable Eligible Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering ). The Shelf Registration Statement shall be on the appropriate form permitting registration of such Eligible Securities for resale of all by the Registrable Securities Investors in the manner or manners designated by them (determined as of two (2) business days prior to such submission including, without limitation, one or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have more underwritten offerings). The Company will notify each Investor when such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewhas become effective. The Company shall promptly provide not be required to maintain in effect more than one shelf registration at any SEC comments received one time pursuant to Stockholders named in such Registration Statement and will promptly respond this Section 3.2(a). The Company shall (subject to any such SEC comments. In the event limitations on registration obligations of the Company files set forth in Articles II and III, which shall be applicable with respect to the Shelf Registration Statement on a Form S-1, the Company shall Registration) use its reasonable best efforts to convert such Form S-1 cause the Shelf Registration Statement to a Form S-3 be declared effective under the Securities Act as soon promptly as practicable after the filing of the Shelf Registration Statement, or automatically if the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available tofile an automatically effective shelf registration statement, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of keep the Shelf Registration Statement for continuously effective under the maximum period permitted Securities Act until the date (“Effectiveness Period”) when all Eligible Securities covered by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time have been sold in the manner set forth and as there are no longer any Registrable Securities outstanding (such period during which a contemplated in the Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingStatement.

Shelf Registration Statement. The Prior to the Closing, the Amneal Group Representative and Impax shall jointly prepare, and Impax shall cause the Company will to file with the SEC (no later than five (5) Business Days following the later of (i) the date on which the Registration Statement on Form S-4, to be jointly prepared by Amneal and Impax and filed by the Company in accordance with Section 6.01 of the Transaction Agreement (the “Form S-4 Registration Statement”), is declared effective by the SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for inclusion in the Shelf Registration Statement, to the extent such information was not previously included in the Form S-4 Registration Statement) a “shelf” registration statement on Form S-1 with the SEC with respect to resales of all Registrable Shares to be held by Amneal Group following the Closing in accordance with Rule 415 (together with any additional registration statements filed to register any Registrable Shares, the “Shelf Registration Statement”). Prior to the Closing, Impax shall use its reasonable best efforts to cause the Company to, and following the Closing the Company shall, use its reasonable best efforts to (i) cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective under the Securities Act as promptly as reasonably possible after filing with the SEC and (ii) maintain the effectiveness of (and availability for use of) such Shelf Registration Statement on Form S-1 (including by, without limitation, filing any post-effective amendments thereto or prospectus supplements in respect thereof) until a Shelf Registration Statement on Form S-3 has been declared effective pursuant to the below. Upon becoming eligible to use Form S-3, the Company shall promptly file with a Shelf Registration Statement on Form S-3, which may be in the SECform of a post-effective amendment to the Shelf Registration Statement on Form S-1, no later than 150 days following covering all of the date then Registrable Shares and will maintain the effectiveness of this Agreement, a shelf registration statement the Shelf Registration Statement on Form S-3 (or such comparable or successor form) (except then in effect until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 5.1, if the SEC prevents the Company is then ineligible to register for resale from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 5.1 due to limitations on the use of Rule 415 of the Securities on Form S-3Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all a number of Registrable Shares which is equal to the Registrable Securities (determined maximum number of shares 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) permitted by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement SEC, and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert register all such Form S-1 to a Form S-3 remaining Registrable Shares for resale as soon promptly as reasonably practicable after in accordance with the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale applicable rules, regulations and guidance of the SEC. In such event, the number of Registrable Securities included therein Shares to be registered for each Amneal Group Member in such registration statement shall be reduced pro rata (i) first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Company-Assisted PIPE Transaction, in each case based on the proportion that the number of Registrable Shares held by such Amneal Group Member or shares held by such purchasers pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled registration statement bears to the rights total number of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted Registrable Shares or shares held by SEC rulessuch purchasers, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until to be registered pursuant to such time as there are no longer any Registrable Securities outstandingregistration statement.

Shelf Registration Statement. (a) The Company will shall use its reasonable best efforts to promptly file with the SEC, no later than 150 days following Securities and Exchange Commission (the date of this Agreement, "COMMISSION") by the Filing Date a shelf registration statement Shelf Registration Statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT") on Form S-3 (or any successor formform thereto) (except if the Company is then ineligible to register for resale resales by Purchaser of the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shares. The Company shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement to be declared effective by the Commission by the Effectiveness Date. The Company shall use best efforts to keep such Shelf Registration Statement continuously effective and usable until the date on which all of the Shares are sold or such earlier date as the Shares may be resold by Purchaser without registration under Rule 144(k) under the Securities Act (the "FINAL DATE"). The Company shall deliver copies of the Prospectus to The New York Stock Exchange pursuant to Rule 153 under the Securities Act and to Purchaser on reasonable request. (b) Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain a material misstatement or to omit a material fact required to be stated therein or necessary to make the statements made not misleading or (ii) not to be effective and usable for resale of the Shares until the Final Date, the Company shall notify Purchaser as soon as reasonably practicable after thereafter and, within two Business Days of the filing thereofoccurrence of such event, but no later than file a supplement to the earlier Prospectus included in (if a supplement is appropriate for such purpose) or, within four Business Days of the occurrence of such event, file an amendment to the Shelf Registration Statement, in the case of clause (i) 180 days following immediately above correcting any such misstatement or omission, and in the date case of this Agreement and either clause (i) or (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the immediately above use best efforts to cause such amendment to be declared effective and such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 become usable as soon as reasonably practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingthereafter.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) From and after the expiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the resale Company will deliver written notice thereof to all other holders of all the Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (determined as 10) days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities; and (iii) the date on which the Investors’ collective Beneficial Ownership of Company Common Stock falls below five percent (5.0%); provided, that the Company’s obligations under this Section 4.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Investors (taking into account the time periods described in Section 4.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SECSEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, no later than 150 days following respectively (such Registration Statement or Statements, collectively, the date of this Agreement, a shelf registration statement "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 (under the Securities Act or successor form) (except if another appropriate form selected by the Company is then ineligible to register permitting registration of such Transfer Restricted Securities for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that Holders in the Shelf Registration Statement will not be “reviewed” manner or will not be subject manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to further reviewthree underwritten offerings). The Company shall promptly provide not permit any SEC comments received securities other than the Transfer Restricted Securities to Stockholders named be included in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its reasonable best efforts to promptly replace any cause each Shelf Registration Statement at or before expiration, if applicable, with a successor to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement until continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be any Registrable Transfer Restricted Securities outstanding.

Shelf Registration Statement. The (i) Within 30 calendar days of the Second Closing Date (as such term is defined in the Subscription Agreement), the Company will use its reasonable best efforts to promptly shall file with the SEC, no later than 150 days following the date of this Agreement, Commission a shelf registration statement on Form S-3 any permitted form that qualifies, and is available for, the resale of Registrable Securities in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor formrule then in effect) (the “Shelf Registration Statement”) (except if the Company is then ineligible eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available Form S-3 in accordance herewith) and use its reasonable best efforts to register for resale cause the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering Statement to be declared effective by the resale of all the Registrable Securities (determined Commission as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and promptly as reasonably practicable thereafter. The Company shall use its commercially reasonable efforts to have include in such Shelf Registration Statement declared effective as soon as reasonably practicable after all Registrable Securities held by the filing thereof, but no later than Investor. (ii) Until the earlier of (i) 180 days following the date of on which (A) there no longer are any Registrable Securities outstanding and (B) this Agreement and has terminated in accordance with Section 2.13, if (iiy) the tenth Company receives new or revised Holder Information that was not previously provided or is not otherwise included in the Shelf Registration Statement, or (10thz) business day after a Holder requests the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that registration of its Registrable Securities on the Shelf Registration Statement will and such request was not be “reviewed” or will not be subject previously received by the Company pursuant to further review. The the terms of this Agreement, the Company shall promptly provide and, in any SEC comments received case within 15 days, file with the Commission an amendment or supplement to Stockholders named in such Shelf Registration Statement and will promptly respond to any shall include such SEC comments. new or revised Holder Information and/or the Registrable Securities of the Holder making such request, as applicable, in the amended or supplemented registration statement. (iii) In the event the Company is not eligible to file the Shelf Registration Statement on Form S-3 (a “Form S-3 Shelf”) and files the Shelf Registration Statement on Form S-1 (a “Form S-1S-1 Shelf”), the Company shall use its reasonable best efforts to convert such Form S-1 Shelf Registration Statement to a Form S-3 Shelf as soon promptly as practicable after the Company is eligible to use Form S-3. Such S-3 and have the Form S-3 Shelf declared effective as promptly as practicable (but in no event more than 30 days after the filing of the Form S-3 Shelf), provided, that if there is an offering of Registrable Securities under the Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of that is ongoing at such time the Company and other holders of is eligible to use Form S-3, the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain delay the continuous effectiveness conversion of the Shelf Registration Statement for until the maximum period permitted by SEC rules, subject to any Suspension earlier of the date that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a offering is completed or the existing Shelf Registration Statement effective until such time as there are no longer any Registrable would need to be updated pursuant to Section 10(a)(3) of the Securities outstanding (such period during which a Act or otherwise. If the Shelf Registration Statement is effectivea Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the “Shelf Period”). The Company shall use its reasonable best efforts to file a Form S-1 Shelf as promptly as practicable to replace any the Shelf Registration Statement at or before expiration, if applicable, with that is a successor Form S-3 Shelf (but in no event more than 20 Business Days after the date of such ineligibility) and have the Form S-1 Shelf declared effective Shelf Registration Statement until as promptly as practicable (but in no event more than 90 days after the date of such time as there are no longer any Registrable Securities outstandingfiling).

Shelf Registration Statement. The As set forth in Section 4 hereof, the Company will use its reasonable best efforts agrees to promptly file with the SEC, no later than 150 days Commission as soon as reasonably practicable following the date of this Agreement, Agreement (but in no event later than the date that is two hundred ten (210) calendar days after the Initial Closing Time) a shelf registration statement Registration Statement on Form S-3 (S-11 or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form under the Securities Act then available to register the Company providing for the resale of the Registrable Securities as a secondary offering Shares pursuant to Rule 415 from time to time by the Holders, including for the avoidance of doubt, any Additional Shares that are issued prior to the initial effectiveness of such Shelf Registration Statement (such registration statement, including Form S-1)) (the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Shelf Registration Statement”) 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 ). The Company shall use its commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the staff of the Commission with respect to any Registration Statement and filing any related amendment to such Registration Statement as soon as reasonably practicable after the filing thereof, but no later than the earlier receipt of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Any Shelf Registration Statement 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(including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents or sale over the Internet) by the Holders of any and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any all Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingShares.

Shelf Registration Statement. The (a) Subject to Section 4.1, the Company will use its reasonable best efforts to promptly shall: (i) file with the SEC, no later than 150 days following the date of this Agreement, a an “evergreen” shelf registration statement on Form S-3 (or, in the event Form S-3 is unavailable to the Company, Form S-1) pursuant to Rule 415 under the Securities Act (or any successor form) (except if the Company is then ineligible provisions), providing for an offering to register for resale be made on a continuous basis of the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration”), with the Company to use reasonable best efforts to make such filing on or before the date 45 days from the date hereof; (ii) use reasonable best efforts to cause the Shelf Registration Statement”to become effective as soon as practicable after such filing, and in any event within 120 days from the date hereof; (iii) covering use commercially reasonable efforts to maintain in effect, supplement and amend, if necessary, the resale Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act; (iv) furnish, upon request, to the holders of all the Registrable Securities (determined as to which the Shelf Registration relates copies of two (2) business days any supplement or amendment to such Shelf Registration prior to such submission supplement or filingamendment being used and/or filed with the SEC; and (v) pay all Registration Expenses in connection with the Shelf Registration, whether or not it becomes effective, and whether all, some or none of the Registrable Securities to which it relates are sold pursuant to it. (b) If at any time before the third anniversary of the effectiveness of the Shelf Registration, the Shelf Registration ceases to be effective, the Company shall use commercially reasonable efforts to file and use its commercially reasonable efforts to cause to become effective a new “evergreen” shelf registration statement providing for an offering to be made on a delayed or continuous basis and of the Registrable Securities by the Shareholders. Such shelf registration statement shall be filed on Form S-3 or, if Form S-3 is unavailable to the Company, on Form S-1. (c) If, after the Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after prevent the filing thereof, but no later than issuance of any stop order suspending the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for registration statement or of any order preventing or suspending the maximum period permitted by SEC rules, subject to use of any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expirationpreliminary prospectus and, if applicableany such order is issued, with a successor effective Shelf Registration Statement until to obtain the withdrawal of any such time as there are no longer any Registrable Securities outstandingorder at the earliest possible moment.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 S‑3 or any successor form thereto (or successor form“Form S‑3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S‑3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. If registering a number of Registrable Securities, the resale of Company shall pay the registration fee for all the Registrable Securities (determined as to be registered pursuant to an automatic shelf registration statement at the time of two (2) business days prior filing of the automatic shelf registration statement and shall not elect to such submission or filing) pay any portion of the registration fee on a delayed deferred basis. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or continuous basis and to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company shall use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement Shelf Registration Statement has been declared effective; and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities. (d) Notwithstanding anything to further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g). (g) Notwithstanding any other provision of this Agreement, if the requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the registration of the Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.

Shelf Registration Statement. (i) The Company will use its reasonable best efforts Corporation shall (A) if it is a Well-Known Seasoned Issuer, prepare and file an Automatic Shelf Registration Statement on or as soon as reasonably practicable (but no more than two business days) following the expiration of the Lock-Up Period (as defined herein) with respect to promptly any Registrable Securities, or (B) if it is not a Well-Known Seasoned Issuer, prepare and file with a Registration Statement on or before the SEC, no later than 150 days 45th day following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 make such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereofthereafter, but and in any event no later than the earlier of (i) 180 days following date that is three months after the date hereof. In no event may the resales by the Selling Holders take the form of this Agreement and an underwritten offering of Registrable Securities without the prior written agreement of the Corporation. (ii) If a Registration Statement is required to be filed pursuant to Section 2.01(a)(i), the tenth (10thCorporation will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to Section 2.01(a)(i) business day after to be continuously effective under the Securities Act, with respect to any Holder, until the the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as which there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Effectiveness Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at when declared effective (including the documents incorporated therein by reference) shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or before expirationomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, if applicablein the case of any prospectus contained in such Registration Statement, with in the light of the circumstances under which a successor effective Shelf statement is made). As soon as practicable following the date that the Registration Statement until such time as there are no longer any Registrable Securities outstandingbecomes effective, the Corporation shall provide the Holders with written notice of the effectiveness of the Registration Statement.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to use Form S-3. Such be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration Statement 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 Stockholder named thereinStatement"). The Shelf Registration Statement may also cover any other securities of shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company and other holders permitting registration of such Transfer Restricted Securities for resale by the Company’s securities; provided thatHolders in the manner or manners reasonably designated by them (including, for the avoidance of doubtwithout limitation, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”one or more underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its all reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expirationto be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, if applicablebut in no event later than the Effectiveness Target Date, with a successor effective and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is 36 months after the date on which all of the Debentures are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchaser in the Purchase Agreement) to the Initial Purchaser (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be outstanding any Registrable Securities outstandingTransfer Restricted Securities.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts to promptly shall prepare and file with the SEC, no later than 150 days following the date of this Agreement, Commission a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible as amended and supplemented from time to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1time, the Company shall use its reasonable best efforts "SHELF REGISTRATION STATEMENT") relating to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant (and which may also include certain warrants to any method or combination of methods legally available to, purchase the Company's Common Shares in accordance with Rule 415 under the Securities Act) and requested by, any Stockholder named therein. The will use its best efforts (i) to cause such Shelf Registration Statement may also cover to be declared effective as promptly as practicable, but in any other securities event within 90 days of the Company date hereof and other holders (ii) to keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of the Company’s securities; provided thatRegistrable Securities (including, for without limitation, the avoidance filing of doubtany amendments or supplements to such Shelf Registration Statement or the prospectus or any prospectus supplements forming a part thereof), such other holders shall not be entitled to from the rights date on which the Commission declares effective the Shelf Registration Statement until the first anniversary of “Stockholders” hereunderthe date hereof. The Company shall maintain the continuous effectiveness prospectus forming a part of the Shelf Registration Statement for shall include, in addition to the maximum period permitted other items required therein, a "Plan of Distribution" section providing for, among other things, one or more sales of Registrable Securities by SEC rulesthe Holders, subject from time to any Suspension that may occur time, (x) in market transactions or in privately negotiated transactions or (y) as contemplated by Section 2.1(b) below, pursuant to an underwritten offering to be described in Section 2(i)a prospectus supplement to such prospectus. The Stockholder will use reasonable efforts to notify the Company of the sale of the last of the Registrable Securities; PROVIDED, and shall promptly prepare and file that the failure of the Stockholder to so notify the Company in accordance with this sentence will not constitute a breach of any of the SEC such amendmentsterms of this Agreement. (b) If the Stockholder so elects, including post-effective amendments, and supplements as may be necessary the offering of Registrable Securities pursuant to keep a the Shelf Registration Statement effective until may be in the form of an underwritten offering. In such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effectivecase, the “Shelf Period”). The Company Stockholder shall use its reasonable best efforts to promptly replace select the book-running and other managing underwriters in connection with such underwritten offering and any Shelf Registration Statement at or before expirationadditional investment bankers and managers, if applicableany, to be used in connection with a successor effective Shelf Registration Statement until such time as there the offering, in each case which are no longer any Registrable Securities outstandingreasonably satisfactory to the Company; PROVIDED, that Goldman Sachs, if chosen by the Stockholder, shall be reasonably satisf▇▇▇▇▇▇ to the Company.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following From and after the date of this AgreementAgreement and subject to Section 4.3 and the cutback provisions of Section 4.2 (if applicable), the Company shall, upon request of the Investor, as promptly as reasonably practicable file with the SEC a shelf registration statement for an offering to be made on Form S-3 (or successor form) (except if a continuous basis pursuant to Rule 415 under the Company is then ineligible to register for Securities Act covering the resale of all of the Registrable Eligible Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering ). The Shelf Registration Statement shall be on the appropriate form permitting registration of such Eligible Securities for resale of all by the Registrable Securities Investor in the manner or manners designated by it (determined as of two (2) business days prior to such submission including, without limitation, one or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have more underwritten offerings). The Company will notify the Investor when such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewhas become effective. The Company shall promptly provide not be required to maintain in effect more than one shelf registration at any SEC comments received one time pursuant to Stockholders named in such Registration Statement and will promptly respond this Section 3.1(a). The Company shall (subject to any such SEC comments. In the event limitations on registration obligations of the Company files set forth in Articles II and III, which shall be applicable with respect to the Shelf Registration Statement on a Form S-1, the Company shall Registration) use its reasonable best efforts to convert such Form S-1 cause the Shelf Registration Statement to a Form S-3 be declared effective under the Securities Act as soon promptly as practicable after the filing of the Shelf Registration Statement, or automatically if the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available tofile an automatically effective shelf registration statement, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of keep the Shelf Registration Statement for continuously effective under the maximum period permitted Securities Act until the date (“Effectiveness Period”) when all Eligible Securities covered by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time have been sold in the manner set forth and as there are no longer any Registrable Securities outstanding (such period during which a contemplated in the Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingStatement.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to use Form S-3. Such be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration Statement 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 Stockholder named thereinStatement"). The Shelf Registration Statement may also cover any other securities of shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company and other holders permitting registration of such Transfer Restricted Securities for resale by the Company’s securities; provided thatHolders in the manner or manners reasonably designated by them (including, for the avoidance of doubtwithout limitation, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”one or more underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its all reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expirationto be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, if applicablebut in no event later than the Effectiveness Target Date, with a successor effective and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is 24 months after the date on which all of the Debentures are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchaser in the Purchase Agreement) to the Initial Purchaser (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be outstanding any Registrable Securities outstandingTransfer Restricted Securities.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts to promptly shall prepare and file with the SEC, no later than 150 days following the date of this Agreement, Commission a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible as amended and supplemented from time to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1time, the Company shall use its reasonable best efforts "SHELF REGISTRATION STATEMENT") relating to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant (and which may also include certain warrants to any method or combination of methods legally available to, purchase the Company's Common Shares in accordance with Rule 415 under the Securities Act) and requested by, any Stockholder named therein. The will use its best efforts (i) to cause such Shelf Registration Statement may also cover to be declared effective as promptly as practicable, but in any other securities event within 90 days of the Company date hereof and other holders (ii) to keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of the Company’s securities; provided thatRegistrable Securities (including, for without limitation, the avoidance filing of doubtany amendments or supplements to such Shelf Registration Statement or the prospectus or any prospectus supplements forming a part thereof), such other holders shall not be entitled to from the rights date on which the Commission declares effective the Shelf Registration Statement until the first anniversary of “Stockholders” hereunderthe date hereof. The Company shall maintain the continuous effectiveness prospectus forming a part of the Shelf Registration Statement for shall include, in addition to the maximum period permitted other items required therein, a "Plan of Distribution" section providing for, among other things, one or more sales of Registrable Securities by SEC rulesthe Holders, subject from time to any Suspension that may occur time, (x) in market transactions or in privately negotiated transactions or (y) as contemplated by Section 2.1(b) below, pursuant to an underwritten offering to be described in Section 2(i)a prospectus supplement to such prospectus. The Stockholder will use reasonable efforts to notify the Company of the sale of the last of the Registrable Securities; PROVIDED, and shall promptly prepare and file that the failure of the Stockholder to so notify the Company in accordance with this sentence will not constitute a breach of any of the SEC such amendmentsterms of this Agreement. (b) If the Stockholder so elects, including post-effective amendments, and supplements as may be necessary the offering of Registrable Securities pursuant to keep a the Shelf Registration Statement effective until may be in the form of an underwritten offering. In such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effectivecase, the “Shelf Period”). The Company Stockholder shall use its reasonable best efforts to promptly replace select the book-running and other managing underwriters in connection with such underwritten offering and any Shelf Registration Statement at or before expirationadditional investment bankers and managers, if applicableany, to be used in connection with a successor effective Shelf Registration Statement until such time as there the offering, in each case which are no longer any Registrable Securities outstandingreasonably satisfactory to the Company; PROVIDED, that ▇▇▇▇▇▇▇ Sachs, if chosen by the Stockholder, shall be reasonably satisfactory to the Company.

Shelf Registration Statement. The (a) Unless the Company is not a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the effective time of the Mergers or otherwise ineligible to offer securities under or file with automatic effectiveness, the Company shall file, as promptly as reasonable practicable following the effective time of the Mergers (which, for the avoidance of doubt, shall be within five (5) Business Days of the effective time of the Mergers), a registration statement on Form S-3 or any successor form thereto (“Form S-3”) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Demand Stockholders. If the Company is not expected to be a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) immediately following the effective time of the Mergers, then, subject to the availability of a registration statement on Form S-3 to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Shelf Registration Statement relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 1.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 1.3(d), the Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, keep a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of this Agreement distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the tenth date on which this Agreement terminates pursuant to Section 3.1. (10thd) business day after Notwithstanding anything to the date contrary contained in this Agreement, the Company is notified (orally shall be entitled, from time to time, by providing written notice to the Demand Stockholders requesting registration or in writingwhose Registrable Securities are registered under the Shelf Registration Statement, whichever is earlier) by to require such Demand Stockholders to suspend the SEC that use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide during any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsBlackout Period. In the event of a Blackout Period, the Company files shall deliver to such Demand Stockholders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if one or more Demand Stockholders deliver a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use its reasonable best efforts ) stating that such Demand Stockholder(s) intend to promptly replace any sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement at in an Underwritten Offering (a “Shelf Offering”), the Company shall promptly, and in a manner reasonably agreed with such Demand Stockholder(s) amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other Demand Stockholders pursuant to this Section 1.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) unless the Take-Down Notice is executed by or on behalf of all the Demand Stockholders (even if all the Demand Stockholders are not participating in such Marketed Underwritten Shelf Offering), the Company shall forward the Take-Down Notice to all other Demand Stockholders whose Registrable Securities are included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) any Marketed Underwritten Shelf Offering shall be subject to the provisions of Section 1.1(e)(ii) as if such Marketed Underwritten Shelf Offering were a Demand Registration (provided, that references therein to six months shall be deemed to refer to four months).

Shelf Registration Statement. The (a) From and after the date that is three (3) months after the Closing Date, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, from and after the date that is three (3) months after the Closing Date, to the extent that the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the date that is three (3) months after the Closing Date, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by such Demand Stockholders. Notwithstanding anything to the contrary, if in its reasonable best efforts, the Company is not able to provide the financial statements regarding LVB required to be included in the Shelf Registration Statement under Regulation S-X promulgated under the Securities Act, it shall be deemed to be reasonably practicable to file the Shelf Registration Statement no later than six (6) months after the Closing Date (or, if later, two (2) months after the delivery of a Shelf Notice); provided that the Company will continue use its reasonable best efforts to complete such required financial statements as soon as possible after such three (3) month period or Shelf Notice, as applicable. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, keep a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of this Agreement distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities and (ii) the tenth date on which this agreement terminates pursuant to Section 6.1. (10thd) business day after If the date continued use of such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice (which includes an approximation of the anticipated delay or, if the Company is notified (orally unable to provide an approximation of the anticipated delay, a signed certificate from the Chief Executive Officer or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event Chief Financial Officer of the Company files certifying that, in the Shelf Registration Statement on a Form S-1good faith judgment of the Company, the Company shall use its reasonable best efforts is unable to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale an approximation of the Registrable Securities included therein pursuant to any method or combination anticipated delay) of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled action to the rights of “Demand Stockholders” hereunder. The Company shall maintain the continuous effectiveness , suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than two (2) times in any twelve (12) month period or (ii) for more than sixty (60) days during any six (6) month period. In the maximum period permitted by SEC rulescase of a Shelf Suspension, subject the Demand Stockholders agree to suspend use of the applicable prospectus and any Suspension that Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon the commencement of a Shelf Suspension. The Company shall as promptly as practicable notify the Demand Stockholders upon the termination of any Shelf Suspension, amend or supplement the prospectus or any Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Demand Stockholders such numbers of copies of the prospectus so amended or supplemented or any Free Writing Prospectus as the Demand Stockholders may occur reasonably request. The Company shall, if necessary, as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, as practicable supplement or make amendments (including post-effective amendments) to the Shelf Registration Statement, and supplements if required by the registration form used by the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or as may reasonably be necessary to keep a Shelf Registration Statement effective until such requested by any of the Demand Stockholders in accordance with Section 4.3(a). (e) At any time as there are no longer any Registrable Securities outstanding (such period during which that a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”) in an Underwritten Offering (an “Underwritten Shelf Offering”), then, the Company shall promptly amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with an Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Underwritten Shelf Offering: (i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Underwritten Shelf Offering only such securities that can be sold without such adverse effect as advised by such lead managing underwriter(s) to the proposing Demand Stockholder(s), and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) (provided that references therein to six (6) months shall be deemed to be references to four (4) months) and Section 4.1(g).

Shelf Registration Statement. The As soon as reasonably practicable following the Lockup Date, the Company will shall prepare, file and use its reasonable best efforts to promptly file with have declared effective by the SEC, no later than 150 days following the date of this Agreement, SEC a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering ), relating to the resale of all offer and sale by the Registrable Securities (determined as of two (2) business days prior Investor at any time and from time to such submission or filing) time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and shall use its commercially reasonable efforts to have such in accordance with this Agreement, of all the Registrable Securities held by the Investor (the “Shelf Registration”). If, at the time of filing of the Registration Statement, the Registration Statement declared is eligible to become effective as soon as reasonably practicable after upon filing pursuant to Rule 462(e) (or any successor rule) under the filing thereofSecurities Act, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by shall file the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject as an automatic shelf registration statement pursuant to further reviewsuch rule. The Company shall promptly provide any SEC comments received to Stockholders named in such If the Registration Statement and will promptly respond is not so eligible to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1become effective upon filing, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 have the Registration Statement declared effective as soon promptly as practicable practicable, which shall be no later than 60 days after the Company is eligible to use Form S-3date of filing or, if the SEC staff reviews or provides comments on the applicable Registration Statement, 90 days after the date of filing. Such Shelf Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, the Company shall provide deliver to the Investor a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing the Company for the resale purposes of such registration, in form and substance reasonably acceptable to the Investor, addressed to the Investor, including, confirming that the Registration Statement is effective and that all of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC ruleshave been duly registered and, subject to any Suspension the transfer restrictions contained in ARTICLE IV of this Agreement, are freely transferable and that may occur as described in Section 2(i), and shall promptly prepare and file with all of the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandinghave been admitted for listing on NASDAQ.

Shelf Registration Statement. a. The Company will use shall, at its reasonable best efforts to promptly expense, prepare and, as soon as practicable but in no event later than the Initial Filing Deadline, file with the SEC, no later than 150 days following SEC the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Initial Shelf Registration Statement”) covering Statement with respect to resales of the resale of all Initial Transfer Restricted Securities by the Registrable Securities (determined as of two (2) business days prior Holders from time to such submission or filing) time on a delayed or continuous basis pursuant to Rule 415 and shall use its commercially reasonable efforts to have in accordance with the methods of distribution set forth in such Initial Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company thereafter shall use its reasonable best efforts to convert cause such Form S-1 Initial Shelf Registration Statement to a Form S-3 be declared effective under the 1933 Act as soon as practicable after possible, but no later than the Company is eligible to use Form S-3Initial Effectiveness Deadline. Such The Initial Shelf Registration Statement prepared pursuant hereto shall provide register for resale at least a number of Initial Transfer Restricted Securities equal to the resale Initial Required Registration Amount determined as of date the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinInitial Shelf Registration Statement is initially filed with the SEC. The Shelf Registration Statement may also cover any other securities shall contain the "Selling Securityholders" and "Plan of Distribution" sections in substantially the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. form attached hereto as Exhibit B. The Company shall maintain supplement or amend the continuous effectiveness of the Initial Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the maximum period permitted Initial Shelf Registration Statement, or by SEC rulesthe 1933 Act, subject to any Suspension that may occur as described in Section 2(i)the 1934 Act or the SEC. By 9:30 a.m., and New York City time, on the date following the Initial Effective Date, the Company shall promptly prepare and file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such amendments, including post-effective amendments, and supplements as may be necessary to keep a Initial Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingStatement.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. If registering a number of Registrable Securities, the resale of Company shall pay the registration fee for all the Registrable Securities (determined as to be registered pursuant to an automatic shelf registration statement at the time of two (2) business days prior filing of the automatic shelf registration statement and shall not elect to such submission or filing) pay any portion of the registration fee on a delayed deferred basis. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or continuous basis and shall use its commercially reasonable efforts to have be set forth, in such Shelf Registration Statement declared effective as soon as reasonably practicable by delivering to the Company a written request to so participate within five (5) days after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company Shelf Notice is notified (orally or in writing, whichever is earlier) received by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after keep the Company is eligible to use Form S-3. Such Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; and (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall provide be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the resale duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g). (g) Notwithstanding any other provision of this Agreement, if the requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the registration of the Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.

Shelf Registration Statement. The (a) If the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) as of the date of this Agreement or otherwise eligible to offer securities under or file with automatic effectiveness, the Company shall file by the twelve (12)-month anniversary of the date of this Agreement, a registration statement on Form S-3 or any successor form thereto (“Form S-3”) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Holders. If the Company is not expected to be a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) immediately following the date of this Agreement, then, subject to the availability of a registration statement on Form S-3 to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Shelf Registration Statement relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 1.3(a), the Company will deliver written notice thereof to all other Holders of Registrable Securities. Each other Holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with this Agreement and the plan and method of distribution set forth in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such Holder of Registrable Securities. (c) Subject to Section 1.3(d), the Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, keep a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of this Agreement distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the tenth date on which this Agreement terminates pursuant to Section 4.1. (10thd) business day after Notwithstanding anything to the date contrary contained in this Agreement, the Company is notified (orally or in writingshall be entitled, whichever is earlier) from time to time, by providing written notice to the SEC that Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide during any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsBlackout Period. In the event of a Blackout Period, the Company files shall deliver to such Holders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if one or more Demand Stockholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demand Stockholder(s) intend to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf PeriodOffering”), the Company shall promptly, and in a manner reasonably agreed with such Demand Stockholder(s) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with (x) a Non-Marketed Underwritten Shelf Offering that will be completed prior to the one (1) year anniversary of the date of this Agreement or (y) a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other Holders pursuant to this Section 1.3). The Demand Stockholders shall have the right to request only a total of four (4) Shelf Offerings pursuant to this Section 1.3(e) and (i) any Marketed Underwritten Shelf Offering shall be subject to the provisions of Section 1.1(e)(ii) as if such Underwritten Shelf Offering were a Demand Registration (provided that references therein to six months shall be deemed to refer to four months) and (ii) the Demand Stockholders cannot effect any Non-Marketed Underwritten Shelf Offering within thirty (30) days of any other Shelf Offering. In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”) unless the Take-Down Notice is executed by or on behalf of all the Demand Stockholders (even if all the Demand Stockholders are not participating in such Marketed Underwritten Shelf Offering), the Company shall use its reasonable best efforts forward the Take-Down Notice to promptly replace any all Demand Stockholders whose Registrable Securities are included on the Shelf Registration Statement at or before expiration, if applicable, with a successor effective and the Company and such proposing Demand Stockholder(s) shall permit each such Demand Stockholders to include its Registrable Securities included on the Shelf Registration Statement until in the Marketed Underwritten Shelf Offering if such time as there Demand Stockholder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such Demand Stockholders. In connection with any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering (a “Non-Marketed Underwritten Shelf Offering”) and which will be completed no later than the one (1) year anniversary of the Initial Closing, unless the Take-Down Notice is executed on behalf of all of the Demand Stockholders (even if all the Demand Stockholders are no longer any not participating in such Non-Marketed Underwritten Shelf Offering) the Company shall forward the Take-Down Notice to all other Demand Stockholders whose Registrable Securities outstandingare included on the Shelf Registration Statement and the Company and such Demand Stockholder(s) shall permit each such Demand Stockholder to include its Registrable Securities included on the Shelf Registration Statement in the Non-Marketed Underwritten Shelf Offering if such Demand Stockholder notifies the proposing Demand Stockholder(s) and the Company within whatever time period the proposing Demand Stockholders determine is required given the anticipated timing of such Non-Marketed Underwritten Shelf Offering as set forth in the relevant Take-Down Notice. (f) For the avoidance of doubt, any Shelf Offering will be subject to Sections 1.1(g) and (h).

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, as promptly as practicable, but no later than 150 days the close of business on the fifth Business Day following the date of this Agreementon which the Company files its Quarterly Report on Form 10-Q for the period ended September 30, 2021 (or if a later time for filing is requested by the PIMCO Investors, at such later time), a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (except which registration statement, if the Company is then ineligible eligible to register for resale the Registrable Securities on Form S-3file such, such registration shall be on such other form available to register for resale as an automatic shelf registration as defined in Rule 405 under the Registrable Securities as a secondary offering (including Form S-1)Act) (the a “Shelf Registration Statement”) covering relating to the offer and resale of all the Registrable Securities (determined as by any Stockholder at any time and from time to time following the date on which the Shelf Registration Statement is filed in accordance with the methods 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 distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1immediately effective, the Company shall use its reasonable best efforts to convert cause such Form S-1 Shelf Registration Statement to a Form S-3 be declared or otherwise become effective under the Securities Act. For so long as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for S-3 (or successor form), the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)) hereof, and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer to the extent any Registrable Securities outstandingremain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 days following twenty (20) Business Days after the date of this AgreementMerger Closing Date (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but thereof and no later than the earlier of (i) 180 days the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date of this Agreement hereof and (ii) the tenth (10th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder Holder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly prepare and file with the SEC Commission such amendments, including post-effective amendments, amendments supplements and supplements new registration statements as contemplated by Rule 415(a)(6) as may be necessary to keep a Shelf Registration Statement effective continuously effective, available for use to permit 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 outstanding Securities. In the event the Company files the Shelf Registration Statement on a Form S-1 (such period during which the “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 Registration Statement but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of such Shelf Registration Statement.. (b) Subject to Section 2.3 and Section 2.4, at any time and from time to time, any of (i) the Sponsor Holder, (ii) the Holders of a majority in interest of the then-outstanding number of Registrable Securities, or (iii) any Holder or group of Holders, if the total offering price is effectivereasonably expected to equal or exceed, in the aggregate, the Minimum Demand Threshold, may make a written demand from time to time to elect to sell all or any part of their Registrable Securities (the “Demanding Holder(s)”), pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf PeriodUnderwriting”). As promptly as practicable, but no later than three (3) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (i) the Registrable Securities of the Demanding Holders and (ii) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its commercially reasonable best efforts to promptly replace effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until has been declared effective, each Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities; provided, however, that a Shelf Underwriting shall not be counted for such time as there are no longer any purposes unless a Registration Statement has become effective and all of the Registrable Securities outstandingrequested by such Demanding Holder to be registered in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a two (2)-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. A majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following (a) From and after the date hereof, subject to the terms and conditions hereof, and further subject to the availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. (b) Within ten (10) Business Days after receipt of a Shelf Notice pursuant to Section ‎4.3(a), the resale Company will deliver written notice thereof to all other holders of all the Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement, including a Permitted Distribution in Kind, by delivering to the Company a written request to so participate within ten (determined as 10) Business Days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section ‎4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following the date on which all of this Agreement the Registrable Securities included in such Shelf Registration Statement have been sold; and (ii) the tenth date on which this Agreement terminates pursuant to Section ‎6.1. (10thd) business day after Notwithstanding anything to the date contrary contained in this Agreement, the Company is notified (orally or shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in writingthe Shelf Registration Statement, whichever is earlier) by to require such holders of Registrable Securities to suspend the SEC that use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide during any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Stockholders of any such determination, each Demand Stockholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Stockholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be sold by such Demand Stockholder) on the Shelf Registration Statement (a “Shelf PeriodOffering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section ‎4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Stockholder(s) shall also deliver the Take-Down Notice to all other Demand Stockholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s), which shall be selected by the proposing Demand Stockholder(s), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed), advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section ‎4.1(g). Except as otherwise expressly specified in this Section ‎4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this ‎Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section ‎4.1(e) and Section ‎4.1(g). (g) If any Demand Stockholder so elects, a Shelf Offering may be in the form of a block sale to one or more financial institutions for resale pursuant to a Shelf Registration Statement (a “Block Trade”). If a Demand Stockholder wishes to engage in a Block Trade, the Demand Stockholder shall notify the Company five (5) Business Days prior to the day such Block Trade is to commence (unless a longer period is agreed to by the Demand Stockholder). The Company shall use its commercially reasonable best efforts to promptly replace facilitate any Block Trade (which may close as early as two (2) Business Days after the date it commences) consistent with its obligations under this Article 4. (h) The Demand Stockholders may demand, pursuant to Section ‎4.3(f) and Section ‎4.3(g), (i) in the aggregate, not more than six (6) Shelf Offerings and (ii) not more than three (3) Shelf Offerings in any twelve (12) month period. Additionally, the Company shall not be obligated to effect any Shelf Registration Statement Offering (A) within six (6) months of an Underwritten Offering in which the Demand Stockholders were offered “piggyback” rights pursuant to Section 4.2 (subject to Section 4.2(b)) and at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any least 80% of the number of Registrable Securities outstandingrequested by the Demand Stockholders to be included in such Underwritten Offering were included and sold or (B) within one hundred twenty (120) days of the completion of any Shelf Offering. (i) If any Demand Stockholder so elects, a Shelf Offering may involve a Permitted Distribution in Kind, and the Company will reasonably facilitate such distribution in the manner reasonably requested by such Demand Stockholder and in compliance with the Securities Act and Exchange Act, as applicable.

Shelf Registration Statement. The INITIAL MARKETING EFFORT; SALES OF SHARES UNDER THE SHELF REGISTRATION STATEMENT; SALES PURSUANT TO RULE 144 (a) As soon as reasonably practicable following the date hereof, but in no event later than the earlier to occur of (i) 40 days after the Closing, if the Company will use has received from the Shareholder the unaudited financial statements for the Business for the nine-month periods ended September 30, 2003 and 2004 on or before the date that is 15 Business Days following the Closing (as such terms are defined in the Purchase Agreement) or (ii) 30 days after the receipt from the Shareholder of audited financial statements for the Business for the three-year period ended December 31, 2004 (the “2004 Audited Financial Statements”), together with the written consent of KPMG LLP to include in the Shelf Registration Statement (as defined herein) its reasonable best efforts report pertaining to promptly the financial statements of the Business required to be filed therewith or included therein and to all references to KPMG LLP in the Shelf Registration Statement, the Company shall file with the SEC, no later than 150 days following SEC under the date of this Agreement, Securities Act a shelf registration statement on Form S-3 (or any successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)thereto) (the “Shelf Registration Statement”) covering registering the Shares for resale of all to 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the public. The Company is notified (orally or may include in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event registration of shares of Common Stock for sale by the Company files the Shelf Registration Statement on a Form S-1, the Company shall use for its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of own account (“Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf PeriodPrimary Shares”). The Company shall use its commercially reasonable best efforts to promptly replace any (i) cause the Shelf Registration Statement at or before expirationto be declared effective by the SEC as soon as is reasonably practicable following the filing thereof and (ii) keep the Shelf Registration Statement continuously effective for the period (the “Effectiveness Period”) ending on the earlier of (A) three years following the date the Shelf Registration is declared effective and (B) the date on which the Shareholder no longer owns any Shares; provided, however that in the event that (x) the Shareholder owns Shares following the three year anniversary of the date the Shelf Registration is declared effective and (y) the Shareholder is not eligible to sell Shares pursuant to Rule 144(k) of the Securities Act, the Effectiveness Period shall end on the earlier of (1) four years following the date the Shelf Registration is declared effective and (2) the date on which the Shareholder no longer owns any Shares. After the three year anniversary of the date the Shelf Registration Statement is declared effective, the Shareholder shall be permitted to Transfer any Shares pursuant to Rule 144 of the Securities Act, including, if applicable, with a successor effective Rule 144(k). The Shareholder shall use commercially reasonable best efforts to take all actions required to be taken by the Shareholder to enable the Company to file the Shelf Registration Statement within 30 days after the receipt of the 2004 Audited Financial Statements. (b) Within 60 days following the effective date of the Shelf Registration Statement, the Company will use its commercially reasonable best efforts to complete a firm commitment underwritten public offering of shares of Common Stock registered under the Shelf Registration Statement, which offering shall include not less than 75% of the Shares (the “Initial Marketing Effort”); provided, however, that if the completion of the Initial Marketing Effort is delayed as a result of the failure or refusal of KPMG LLP to deliver a commercially reasonable comfort letter to the underwriters, the date by which the Company is obligated to complete the Initial Marketing Effort shall be extended until such comfort letter is delivered by KPMG LLP. The Company may in its sole discretion include in the Initial Marketing Effort the sale of Primary Shares by the Company; provided, however, that the number of Primary Shares sold in the Initial Marketing Effort shall be subject to reduction (including, if necessary, reduction to zero) until a minimum of 75% of the Shares are sold. Subject to the requirement that the Initial Marketing Effort include 75% of the Shares prior to including any Primary Shares, the Company and the Shareholder shall participate in any over-allotment option exercised by the underwriter(s) in connection with the Initial Marketing Effort pro rata based upon the number of Primary Shares and Shares, respectively, sold by each in the Initial Marketing Effort. The Company shall establish the pricing for the sale of shares of Common Stock (including the Shares) in the Initial Marketing Effort in a commercially reasonable manner. The Shareholder shall use commercially reasonable best efforts to take all actions required to be taken by the Shareholder to enable the Company to complete the Initial Marketing Effort within 60 days following the effective date of the Shelf Registration Statement. (c) If at any time the Shareholder holds 25% or less of the Shares, then the Shareholder shall have the right to sell the remaining Shares under the Shelf Registration Statement (pursuant to an appropriate prospectus or supplement or amendment) at any time during the Effectiveness Period through sales (including through block sales) that do not exceed the volume limitations established under Rule 144 of the Securities Act (it being understood that Rule 144 is not applicable to such sales); provided, however, that all such sales by the Shareholder shall be effected through “brokers’ transactions” (as there are no longer any Registrable Securities such term is defined in Rule 144) or otherwise by sales to institutional investors that would be eligible to file on Schedule 13G if the beneficial ownership of shares of Common Stock of such institutional investors exceeded 5% of the shares of Common Stock outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly Issuers shall file with the SEC, no later than 150 days following the date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3Notes not exchanged in the Exchange Offer, such registration shall Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be on such other form available an amendment to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Exchange Offer Registration Statement (the “Initial Shelf Registration Statement”) covering ). The Issuers shall file with the resale of all Commission 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 Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 180 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective as soon as reasonably practicable under the Securities Act on or prior to the 90th day after the filing thereofCompany determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is one year from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), but no later than subject to extension pursuant to the earlier penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) 180 days following all Registrable Notes covered by the date Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to be outstanding or (ii) a Subsequent Shelf Registration Statement covering all of this Agreement the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the tenth (10th) business day after Company may suspend the date effectiveness of the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Shelf Registration Statement will not be “reviewed” or will not be subject by written notice to further review. The Company shall promptly provide any SEC comments received the Holders solely as a result of the filing of a post-effective amendment to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Initial Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert where such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, amendment is not yet effective and supplements as may needs to be necessary declared effective to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, permit holders to use the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingrelated Prospectus.

Shelf Registration Statement. The Company will use its reasonable best efforts Subject to promptly file with the SEC, no later than 150 days following the date terms and conditions of this Agreement, a shelf registration statement the Company shall use its commercially reasonable efforts to (i) as soon as practicable, but in no case later than forty-five calendar days after the Initial Issue Date of the initial Warrants issued pursuant to the Warrant Agreement (the “Filing Deadline”), prepare and file with the SEC an initial Registration Statement on Form S-3 (or successor form) (except or, if the Company is not then ineligible to register for resale the Registrable Securities eligible, on Form S-3, such S-1) or any successor form thereto or analogous registration shall be on such other statement form available to register for under the Securities Act covering the resale by the Holder(s) of the maximum number of Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of all the such Registrable Securities by the Holder(s) under Rule 415 at then prevailing market prices (determined as and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of two (2) business days prior to such submission or filing) on a delayed or continuous basis and Distribution” sections. The Company shall use its commercially reasonable efforts to have such Shelf the Registration Statement declared effective by the SEC as soon as reasonably practicable after the filing thereofpracticable, but in no event later than the earlier ninety (90) days following the initial filing of the Registration Statement (i) 180 days the “Effectiveness Deadline”). By 9:30 am on the business day following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1effectiveness, the Company shall use its reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to convert be used in connection with sales pursuant to such Form S-1 Registration Statement. Prior to a Form S-3 as soon as practicable after the filing of the Registration Statement with the SEC, the Company is eligible to use Form S-3. Such Shelf shall furnish a draft of the Registration Statement to the Holder(s) for their review and comment. The Holder(s) shall provide for furnish comments on the resale Registration Statement to the Company within 24 hours of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of receipt thereof from the Company’s securities; provided that, for . For the avoidance of doubt, such other holders shall not be entitled the Company is making no commitment herein to the rights facilitate any resale of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Registered Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingon an underwritten basis.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following (a) From and after the date hereof, subject to the terms and conditions hereof, and further subject to the availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. #99779303v16 (b) Within ten (10) Business Days after receipt of a Shelf Notice pursuant to Section 4.3(a), the resale Company will deliver written notice thereof to all other holders of all the Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement, including a Permitted Distribution in Kind, by delivering to the Company a written request to so participate within ten (determined as 10) Business Days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following the date on which all of this Agreement the Registrable Securities included in such Shelf Registration Statement have been sold; and (ii) the tenth date on which this Agreement terminates pursuant to Section 6.1. (10thd) business day after Notwithstanding anything to the date contrary contained in this Agreement, the Company is notified (orally or shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in writingthe Shelf Registration Statement, whichever is earlier) by to require such holders of Registrable Securities to suspend the SEC that use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide during any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Stockholders of any such determination, each Demand Stockholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Stockholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be sold by such Demand Stockholder) on the Shelf Registration Statement (a “Shelf PeriodOffering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Stockholder(s) shall also deliver the Take-Down Notice to all other Demand Stockholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s), which shall be selected by the proposing Demand Stockholder(s), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed), advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed #99779303v16 Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e) and Section 4.1(g). (g) If any Demand Stockholder so elects, a Shelf Offering may be in the form of a block sale to one or more financial institutions for resale pursuant to a Shelf Registration Statement (a “Block Trade”). If a Demand Stockholder wishes to engage in a Block Trade, the Demand Stockholder shall notify the Company five (5) Business Days prior to the day such Block Trade is to commence (unless a longer period is agreed to by the Demand Stockholder). The Company shall use its commercially reasonable best efforts to promptly replace facilitate any Block Trade (which may close as early as two (2) Business Days after the date it commences) consistent with its obligations under this Article 4. (h) The Demand Stockholders may demand, pursuant to Section 4.3(f) and Section 4.3(g), (i) in the aggregate, not more than six (6) Shelf Offerings and (ii) not more than three (3) Shelf Offerings in any twelve (12) month period. Additionally, the Company shall not be obligated to effect any Shelf Registration Statement Offering (A) within six (6) months of an Underwritten Offering in which the Demand Stockholders were offered “piggyback” rights pursuant to Section 4.2 (subject to Section 4.2(b)) and at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any least 80% of the number of Registrable Securities outstandingrequested by the Demand Stockholders to be included in such Underwritten Offering were included and sold or (B) within one hundred twenty (120) days of the completion of any Shelf Offering. (i) If any Demand Stockholder so elects, a Shelf Offering may involve a Permitted Distribution in Kind, and the Company will reasonably facilitate such distribution in the manner reasonably requested by such Demand Stockholder and in compliance with the Securities Act and Exchange Act, as applicable.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor forma) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering . Parent shall, on 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 terms and shall conditions hereinafter provided, use its commercially reasonable efforts to have cause to be filed a Shelf Registration Statement, no later than the date which is 90 days after the date hereof (the "Filing Deadline"), and thereafter proceed to use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as reasonably practicable after by the filing thereof, but Commission no later than nine months after the date hereof. Subject to the terms of this Agreement, Parent agrees to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective from the date the Commission declares the Shelf Registration Statement effective until the earlier of (i) 180 days following the first date that the Stockholders or any permitted assignee ceases to hold any shares of this Agreement and Registrable Stock; or (ii) the tenth (10th) business day after three years from the date the Company is notified (orally or in writing, whichever is earlier) Registration Statement has been declared effective by the SEC Commission, provided, that such three-year period shall be extended by the number of days equal to the cumulative sum of the number of days representing all Blockage Periods (including any extension thereof) invoked by Parent under Section 2.5(c). At least twenty-four hours prior to the filing, the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide (and each amendment thereto, as well any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled supplement to the rights of “prospectus contained therein) shall be provided to the Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding ' legal counsel (such period during which a Shelf Registration Statement is effective, counsel being one law firm designated by the “Shelf Period”). The Company shall use Stockholder Representative) prior to its reasonable best efforts filing with or other submission to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingthe Commission.

Shelf Registration Statement. The Company will use its reasonable best efforts 4.1. Subject to promptly file with the SEC, no later than 150 days following the date conditions of this AgreementSection 4, a shelf at any time after the earlier of April 30, 2007 and the registration statement on Form S-3 (or successor formof the Company’s Ordinary Shares under Section 12(g) (except of the Exchange Act, if the Company is then ineligible to register for resale shall receive a written request(s) from any Holder(s), holding, in the aggregate, not less than 10% of the Original Registrable Securities (subject the last sentence of this Section 4.1), that the Company file a registration statement for an offering to be made on Form S-3, such registration shall be on such other form available a delayed or continuous basis pursuant to register for Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of all of the relevant Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”), then the Company shall, within thirty (30) covering days of 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 Registration Statement declared effective as soon as reasonably practicable after the filing delivery thereof, but no later than the earlier give written notice of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingsuch request to all Holders, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject which may elect to further review. The Company shall promptly provide any SEC comments received to Stockholders named join in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on request, as specified in a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable written request given within fifteen (15) days after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale delivery of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinCompany’s written notice. The Shelf Registration Statement may also cover any other securities shall be on Form F-3 or another appropriate registration statement permitting registration of such Registrable Securities for resale by the Company Holders in accordance with the methods of distribution elected by them and other holders of the Company’s securities; provided that, for the avoidance of doubt, set forth in such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expiration, if applicable, to be declared effective under the Securities Act within 3 months after the Holders’ initial request in accordance with a successor effective this Section and to keep such Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) two years following the date such time as there are no longer any registration was declared effective and (ii) the disposition of all Registrable Securities outstandingincluded in such Shelf Registration Statement. As long as the Bank holds at least 75% of the Original Registrable Securities held by the Bank, the Bank shall have the right, alone, to require a Shelf Registration Statement under this Section 4.1, at the earlier of (a) three (3) years after the date hereof, and (b) 30 days after one registration statement is effected under Sections 2 or 4 hereunder, or is effected under Section 3, provided Registrable Securities are actually included in such registration, and, in each case, is declared effective.

Shelf Registration Statement. The Company, as promptly as practicable, shall file with the Securities and Exchange Commission ("SEC") a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), covering all of the Registrable Shares (the "Registration Statement"; and the related prospectus (including any preliminary prospectus) is referred to as the "Prospectus"). The Registration Statement shall be on the appropriate form, and shall otherwise comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Shares for resale by the Investor in the manner or manners designated by it (including, without limitation, one or more underwritten public offerings). The Company will use its commercially reasonable best efforts to promptly file with cause the SEC, no later than 150 days following Registration Statement to be declared effective by the date of this SEC by the 30th day after the Effective Time (as defined in the Merger Agreement, a shelf registration statement on Form S-3 ) and will notify the Investor when such Registration Statement has become effective. The Company agrees (or successor formsubject to Section 1.2 hereof) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 keep the Registration Statement declared effective as soon as reasonably practicable after (including the preparation and filing thereof, but no later than of any amendments and supplements necessary for that purpose) until the earlier of (i) 180 days following the date on which the Investor shall have sold all of this Agreement and the Registrable Shares, or (ii) the tenth date on which all of the Registrable Shares are eligible for sale pursuant to Rule 144(k) (10thor any successor provision) business day after or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the date Securities Act (such period, the "Effective Period"). Upon seeking to offer and sell its Registrable Shares upon exercise of a Registration Right, the Investor agrees to provide in a timely manner information regarding the proposed distribution by the Investor of the Registrable Shares and such other information reasonably requested by the Company is notified (orally or in writing, whichever is earlier) by connection with the SEC that preparation of and for inclusion in the Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewStatement. The Company shall promptly agrees to provide to the Investor a reasonable number of copies of the final Prospectus and any SEC comments received to Stockholders named in such amendments or supplements thereto. If the Registration Statement and will promptly respond ceases to be effective for any such SEC comments. In reason at any time during the event Effective Period (other than because of the Company files sale of all of the Shelf Registration Statement on a Form S-1securities registered thereunder or as permitted by Section 1.2 hereof), the Company shall use its commercially reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after obtain the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for prompt withdrawal of any order suspending the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingthereof.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective SEC as soon as reasonably practicable after the filing thereofClosing Date, but in no event later than the earlier Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (i) 180 days following such Registration Statement or Statements, collectively, the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the "Shelf Registration Statement"). Each Shelf Registration Statement will not shall be “reviewed” on Form S-3 under the Securities Act or will not be subject to further reviewanother appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall promptly provide not permit any SEC comments received securities other than the Transfer Restricted Securities to Stockholders named be included in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its all reasonable best efforts to promptly replace any cause each Shelf Registration Statement at or before expiration, if applicable, with a successor to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep each Shelf Registration Statement until continuously effective under the Securities Act for two years after the date on which all of the Transfer Restricted Securities are sold (including those sold pursuant to the option granted to the Initial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be any Registrable Transfer Restricted Securities outstanding.

Shelf Registration Statement. The Company has complied in all material respects with any requests of the Commission for additional or supplemental information. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of Registration Statement has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. At the time the Registration Statement was initially declared effective by the Commission and at the time each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), the Company was eligible to register the Placement Shares on Form S-3 promulgated under the Securities Act. The date of this Agreement is not more than three years subsequent to the initial effective time of the Registration Statement. If, immediately prior to the third anniversary of the initial effective time of the Registration Statement, any of the Placement Shares remain unsold by the Agent, the Company will prior to that third anniversary file, if it has not already done so, a new shelf registration statement relating to the Placement Shares pursuant to Rule 415(a)(6) under the Securities Act, in a form reasonably satisfactory to the Agent, will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf cause such registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) within 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingthat third anniversary, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond take all other action necessary or appropriate to any such SEC commentspermit the public offering and sale of the Placement Shares to continue as contemplated in the expired registration statement relating to the Placement Shares. In References herein to the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for include such new shelf registration statement. For the resale of purposes hereof, “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Registrable Securities included therein pursuant Placement Shares in the form filed or required to any method or combination of methods legally available tobe filed with the Commission or, and requested byif not required to be filed, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of in the Company and other holders of form retained in the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled records pursuant to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(iRule 433(g), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Not later than July 31, 2010 (or, if such date is not a business day, the next succeeding business day) (the “Required Filing Date”), the Company will use its reasonable best efforts to promptly shall file with the SEC, no later than 150 days following the date of this Agreement, SEC a shelf registration statement on Form S-3 (or any successor formform thereto) with respect to the resale (except or Form S-1 if Form S-3 is not available), from time to time, on a continuous basis pursuant to Rule 415 of the Company is then ineligible to register for resale Securities Act of all of the Registrable Securities on Form S-3held by the Holders. The Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Annex A. The disposition of Registrable Securities from the Registration Statement may occur, such registration shall be on at any time, in one or more underwritten offerings, block transactions, broker transactions, at-market transactions or in such other form available to register for resale manner or manners as may be specified in the Plan of Distribution or by the applicable Holders. Notwithstanding the registration obligations set forth in this Section 3.1, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and shall use its commercially reasonable efforts to have such Shelf file amendments to the initial Registration Statement declared effective as soon required by the SEC and/or (ii) withdraw the initial Registration Statement and file a new Registration Statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC as reasonably practicable after a secondary offering on a single registration statement; provided, however, that prior to filing such amendment or new Registration Statement, the filing thereofCompany shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, but no later than the earlier of (i) 180 days following the date including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of Event Payments in Section 3.3, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (ii) the tenth (10th) business day after the date and notwithstanding that the Company is notified (orally used diligent efforts to advocate with the SEC for the registration of all or in writinga greater number of Registrable Securities), whichever is earlier) the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the shares of Common Stock to be included by any Person other than a Holder; second, the Company shall reduce or eliminate any shares of Common Stock to be included by any Affiliate of the Company; and third, the Company shall reduce the number of Registrable Securities to be included by all other Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced before other Holders based on the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in number of Registrable Securities held by such Registration Statement and will promptly respond to any such SEC commentsHolders. In the event the Company files amends the Shelf initial Registration Statement on or files a Form S-1new Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company shall will use its commercially reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on such amendmentsform available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, including post-effective amendmentsas amended, and supplements or the new Registration Statement. No Holder shall be named as may be necessary to keep a Shelf an “underwriter” in any Registration Statement effective until without such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingHolder’s prior written consent.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form F-3 or any successor form thereto (“Form F-3”) or Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company is then ineligible (the “Shelf Notice”) require the Company to register for resale file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Registrable Securities on Commission as soon as reasonably practicable after such filing date, a Form F-3 or Form S-3, as applicable, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such registration shall be on such other form available to register for resale Demand Shareholders that equals or is greater than the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of ); provided that no Demand Shareholder may deliver more than two (2) business days prior Shelf Notices to such submission the Company in any twelve (12) month period. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or filing) any successor form thereto. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an automatic shelf registration statement at the time of filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a delayed deferred basis. The Company may also amend an existing registration statement on Form F-3 or continuous basis Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 6.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 6.3(d), the Company shall use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 ninety (90) days following after the date Shelf Registration Statement has been declared effective, provided that in the event of this Agreement a Blackout Period, as described below, the period during which the Shelf Registration shall be required to remain effective will be extended by the number of days during which the Blackout Period is in effect; and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject to further reviewRegistrable Securities. The Company’s obligations pursuant to this Section 6.3(d) shall apply to no more than four ninety (90) day-periods during which Amazon and/or its subsidiaries shall be permitted to make sales pursuant to the Shelf Registration Statement. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 6.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) Business Days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 6.1(g). Except as otherwise expressly specified in this Section 6.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 6.1(e)(ii) and Section 6.1(g). (g) Notwithstanding any other provision of this Agreement, if the requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the registration of the Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale. (h) Any time that a Shelf Offering involves a Marketed Underwritten Offering, the Company shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be an investment bank of international reputation and reasonably acceptable to the Requesting Shareholder(s) holding of a majority in interest of the Registration Securities included in such Marketed Underwritten Offering (such acceptance not to be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. The Company has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 under the Securities Act (the file number of which is set forth in the Terms Agreement) on Form F-3, including a related Base Prospectus, for registration under the Securities Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Initial Sale Time, became effective upon filing. The conditions to the use of Form F-3 in connection with the offering and sale of the International Offered Securities as contemplated hereby have been satisfied. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more Pre-Pricing Prospectus relating to the International Offered Securities, each of which has previously been furnished to you. The Company will use its reasonable best efforts to promptly file with the SECCommission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, no later than 150 days following such final prospectus supplement shall contain all information required by the date of this AgreementSecurities Act and the rules thereunder and, except to the extent the International Underwriters and the International Agents shall agree in writing to a shelf registration statement on Form S-3 modification, shall be in all substantive respects in the form furnished to you prior to the Initial Sale Time or, to the extent not completed at the Initial Sale Time, shall contain only such specific additional information and other changes (or successor formbeyond that contained in the Base Prospectus and any Pre-Pricing Prospectus) (except if as the Company is then ineligible to register for resale the Registrable Securities on Form S-3has advised you, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission the Initial Sale Time, will be included or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named made therein. The Shelf Registration Statement, at the Initial Sale Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Time of the Registration Statement may also cover any other securities of was not earlier than the Company and other holders of date three years before the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingInitial Sale Time.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts to promptly upon written ---------------------------- request from the Purchaser file with the SEC, no later than 150 days following the date of this Agreement, a shelf "shelf" registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (or successor form) (except if the Company is then ineligible "Shelf Registration ------------------ Statement"), with respect to register for resale the sale of the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Securities. The Company shall use its all commercially reasonable efforts to have such the Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that Commission under the Securities Act as promptly as practicable thereafter and to keep the Shelf Registration Statement will not be “reviewed” or will not be subject to further revieweffective for a period of 180 days. The Company shall promptly provide any SEC comments received Company's obligations with respect to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on shall be subject to the limitations set forth below. (b) Notwithstanding the foregoing, if the Company shall furnish to the Purchaser a Form S-1certificate signed by the President of the Company stating that in good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for a Shelf Registration Statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall use its reasonable best efforts have the right to convert defer such Form S-1 filing for a period of not more than 180 days after receipt of the request of the Purchaser; provided, however, that the Company many not utilize this -------- ------- right more than once in any twelve-month period. (c) In addition and without limitation, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2; --------- (i) After the Company has effected three registrations requested by the Purchaser pursuant to this Section 2 and such registrations have --------- been declared or ordered effective; or (ii) During the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a Form S-3 as soon as practicable date 90 days after the effective date of, a registration subject to Section ------- 3 hereof; provided that the Company is eligible actively employing in good faith all - commercially reasonable efforts to use Form S-3. Such Shelf Registration Statement cause such registration statement to become effective. (d) It shall provide for be a condition precedent to the resale obligations of the Company to take any action pursuant to this Section 2 with respect to the --------- Registrable Securities of the Purchaser that the Purchaser furnish to the Company such information regarding itself, the Registrable Securities included therein pursuant to any method or combination of methods legally available toheld by it, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other the intended method of disposition of such securities as shall be required to effect the registration of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Holder's Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingSecurities.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SECSEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, no later than 150 days following respectively (such Registration Statement or Statements, collectively, the date of this Agreement, a shelf registration statement "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 (under the Securities Act or successor form) (except if another appropriate form selected by the Company is then ineligible to register permitting registration of such Transfer Restricted Securities for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that Holders in the Shelf Registration Statement will not be “reviewed” manner or will not be subject manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to further reviewthree underwritten offerings). The Company shall promptly provide not permit any SEC comments received securities other than the Transfer Restricted Securities to Stockholders named be included in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its reasonable best efforts to promptly replace any cause each Shelf Registration Statement at or before expiration, if applicable, with a successor to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement until continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be any Registrable Transfer Restricted Securities outstanding.

Shelf Registration Statement. The (a) From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by any holder of Registrable Securities. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) days after the Shelf Notice is given by the Company. (c) Subject to Section 4.3(d), the Company will use its reasonable best efforts to promptly file with keep the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 any renewal Shelf Registration Statement declared upon the expiration of the prior Shelf Registration Statement, continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement and initial Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities; and (iii) the date on which this Agreement terminates pursuant to further review. The Section 6.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall promptly provide be entitled, from time to time, by providing written notice to any SEC comments received holder of Registrable Securities who elected to Stockholders named participate in the Shelf Registration Statement, to require such holder of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Stockholders and ▇▇▇▇, a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay or, if the Company is unable to provide an approximation of the anticipated delay, a certification that the Company is unable to provide an approximation of the anticipated delay. During such Blackout Period, holders of Registrable Securities who elected to participate in the Shelf Registration Statement on agree to suspend use of the applicable prospectus or any Free Writing Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon distribution of the written notice referred to above. After the termination of the Blackout Period and without any further request from a Form S-1holder of Registrable Securities, the Company shall use its reasonable best efforts shall, to convert such Form S-1 the extent necessary, as promptly as reasonably practicable, supplement, make amendments to or prepare a Form S-3 as soon as practicable after post-effective amendment or supplement to the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for or the resale prospectus, or any document incorporated therein by reference, or any Free Writing Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include any untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at in an Underwritten Offering (a “Shelf Offering”), then, the Company shall promptly amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering: (i) the Company shall within three (3) Business Days send the Take-Down Notice to any holder of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in such Underwritten Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within three (3) days after distribution of the Take-Down Notice by the Company; (ii) the Company shall not be required to include the Registrable Securities of a holder in such Underwritten Offering unless (A) such holder accepts the terms of the underwriting as agreed upon between the Demand Stockholder and the lead managing underwriter(s), and (B) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements, lock-up letters and any other documents reasonably required under the terms of such arrangements within the timeframes reasonably required by the Company and the lead managing underwriter(s); and (iii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Underwritten Offering would adversely affect the success thereof, then there shall be included in such Underwritten Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Shelf Offering that is an Underwritten Offering where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an electronic road show) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”) shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) (provided that references therein to six (6) months shall be deemed to be references to four (4) months) and Section 4.1(g).

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to use Form S-3. Such be made on a continuous basis pursuant to Rule 415 covering all Transfer Restricted Securities (the "Shelf Registration Statement 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 Stockholder named thereinStatement"). The Shelf Registration Statement may also cover any other securities of shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company and other holders permitting registration of such Transfer Restricted Securities for resale by the Company’s securities; provided thatHolders in the manner or manners reasonably designated by them (including, for the avoidance of doubtwithout limitation, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”one or more underwritten offerings). The Company shall not permit any securities other than Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its all reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expirationto be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, if applicablebut in no event later than the Effectiveness Target Date, with a successor effective and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is 24 months after the date on which all of the Securities are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchaser in the Purchase Agreement) to the Initial Purchaser (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be outstanding any Registrable Securities outstandingTransfer Restricted Securities.

Shelf Registration Statement. The (a) Subject to the terms and conditions hereof, the Company will shall file as soon as reasonably practicable after the date hereof, but in no event later than 30 days after such date, and use its commercially reasonable best efforts to promptly file with cause to be declared effective by the SEC, no later than 150 days following the date of this AgreementCommission as soon as reasonably practicable after such filing date, a shelf registration statement on Form S-3 or, if such form is not available to the Company, Form S-1, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or successor forma “Qualified Registration Statement”) (except if relating to the Company is then ineligible offer and sale, from time to register for resale the time, of 9,898,508 Registrable Securities on Form S-3(such number of securities, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Initial Registered Amount” and such initial registration statement, the “Initial Shelf Registration Statement”). The Company shall file (i) covering up to two subsequent Qualified Registration Statements for each 3,959,403 of Registrable Securities that have vested above the resale Initial Registered Amount promptly following the date of such vesting (but in no event later than 30 days after the date of such vesting) and (ii) one Qualified Registration Statement for all Registrable Securities that were not included in the Initial Shelf Registration Statement or on a previously filed Qualified Registration Statement promptly following the date that an aggregate of 19,797,016 Registrable Securities have vested (but in no event later than 30 days after the date of such vesting), and in each of (i) and (ii) the Company shall use commercially reasonable efforts to cause the applicable registration statement to be declared effective by the Commission as soon as reasonably practicable after such filing date. (b) In addition to the provisions of Section 6.1(a), the Company shall file as soon as reasonably practicable after the date of receiving a Filing Request from a Holder (the “Initiating Holder”), but in no event later than 30 days after such date, and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Qualified Registration Statement relating to the offer and sale, from time to time, of a number of Registrable Securities set forth in the Filing Request (each such Qualified Registration Statement, a “Demand Registration Statement”); provided, however, that the Registrable Securities (determined set forth in the Filing Request consist of Warrant Shares vested as of two (2) business days prior to the date of such submission or filing) Filing Request that have not been included on a delayed or continuous basis and previously filed Qualified Registration Statement; provided, further, that the Company shall not be required to file more than [ * * * ] Demand Registration Statements under this Section 6.1(b). If the Initiating Holder intends to distribute the Registrable Securities covered by its Filing Request by means of an underwriting, the Initiating Holder shall so advise the Company in its Filing Request. (c) Subject to Section 6.1(d), the Company shall use its commercially reasonable efforts to keep any Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in such Shelf Registration Statement. In furtherance thereof, the Company shall indemnify Amazon for the amount equal to (i) the sum of (A) the number of vested Warrant Shares exercisable as of the last trading day immediately prior to the date on which the Shelf Registration Statement ceases to be effective (as used in this Section 6.1(c), the “Last Compliant Day”) plus (B) the number of Warrant Shares previously exercised and issued to Amazon and held by Amazon as of the Last Compliant Day, multiplied by (i) the difference of (A) the per Warrant Share closing price on the Last Compliant Day minus (B) the per Warrant Share opening price on the Sale Date (as defined below); provided that (1) this indemnity shall only apply to such shares that are sold within 10 trading days of the Threshold Date (as defined below) (each such date of sale, for purposes of this Section 6.1(c), a “Sale Date”), and (2) indemnification shall be available only if the Shelf Registration Statement does not again become available within 15 days of ceasing to be effective and the unavailability of the Shelf Registration Statement is not due to a change of accounting policy by the Commission that is broadly applicable to those companies that are the result of a merger that resulted in a ‘de-SPAC’ing’ transaction. For purposes of this Section 6.1(c), the “Threshold Date” shall be the first day of trading after the Shelf Registration Statement becomes effective again. In calculating the indemnification amount under the preceding paragraph, the number of shares to be compensated for shall be deemed increased proportional to the decrease in the volume weighted average price (VWAP) used in calculating a Cashless Exercise issuance, if any, between the date of the Last Compliant Day and the date of each (if any) exercises prior to 10 trading days after the Threshold Date, in order to account for any resulting decrease of issued shares upon a Cashless Exercise. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Holders that any Shelf Registration Statement or the prospectus therein contains a Misstatement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under such Shelf Registration Statement declared effective as soon as reasonably practicable after until he, she or it has received copies of a supplemented or amended prospectus correcting the filing thereof, but no later than the earlier of Misstatement (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date it being understood that the Company is notified (orally or in writinghereby covenants to, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible time of such notice, but in no event later than ten (10) days following such notice, and without any further request from a Holder of Registrable Securities, prepare a post-effective amendment or supplement to use Form S-3. Such any Shelf Registration Statement shall provide for or the resale prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant to therein, the prospectus will not include a Misstatement). If the filing, initial effectiveness or continued use of any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover in respect of any other securities applicable registration at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, including a certificate signed by either the Chief Executive Officer or the principal financial officer of the Company and other holders certifying the existence of Adverse Disclosure in good faith, delay the Company’s securities; provided thatfiling or initial effectiveness of, for the avoidance of doubtor suspend use of, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum shortest period permitted of time, but in no event more than thirty (30) days, determined in good faith by SEC rulesthe Company to be necessary for such purpose. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 6.1(d). Upon notice by the Company pursuant to the first two sentences of this Section 6.1(d), each of the Holders covenants that it shall, subject to Applicable Law, keep the fact of any Suspension that may occur as described in Section 2(i)such notice strictly confidential, and shall promptly prepare and file with the SEC such amendmentshalt any offer, including post-effective amendmentssale, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer trading, or other Transfer by it or any of its Affiliates of any Registrable Securities outstanding and promptly halt any use, publication, dissemination, or distribution of such Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates until, as the case may be, the applicable prospectus is supplemented or amended to correct the Misstatement or the thirty day period has elapsed, and, if so directed in writing by the Company, will deliver to the Company any copies then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (such period during which e) At any time that a Shelf Registration Statement is effective, if any Holder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering. Notwithstanding any other provision of this Agreement, no other holders of securities of the Company shall be entitled to receive any notice of or have its securities included in any such Shelf Offering, including any block sale off of such Shelf Registration Statement. (f) Any time that a Shelf Offering involves a marketed underwritten Shelf Offering, the Company shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the applicable Holder (such acceptance not to be unreasonably withheld, conditioned, or delayed).

Shelf Registration Statement. (i) The Company will use its reasonable best efforts to promptly file has prepared and filed in conformity with the SEC, no later than 150 days following requirements of the date of this Agreement, 1933 Act and the published rules and regulations thereunder (the "Rules and Regulations") adopted by the SEC a shelf "shelf" registration statement on Form S-3 F-3ASR (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities No. 333-255470), which became effective on Form S-3April 23, such registration shall be on such other form available to register for resale the Registrable Securities as 2021, including a secondary offering (including Form S-1)) base prospectus (the “Shelf Registration Statement”"Base Prospectus") covering the resale of all the Registrable Securities (determined as of two (2) business days prior relating to such submission or filing) on a delayed or continuous basis Ordinary Shares, preferred shares, warrants and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities subscription rights units of the Company and other holders that may be sold from time to time by the Company, in accordance with Rule 415 of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)1933 Act, and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements thereof as may have been required to the date of this Agreement, including a post-effective amendment to convert such registration statement to the proper E▇▇▇▇ submission type for a non-automatic registration statement. Such non-automatic registration statement on Form F-3 became effective on May 1, 2023. The term "Registration Statement" as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be necessary to keep a Shelf part of the Registration Statement effective until by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term "Preliminary Prospectus" means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term "Prospectus" means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such time prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the "Prospectus Supplement"), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as there defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 6 of Form F-3 under the 1933 Act, which were filed or furnished under the Securities Exchange Act of 1934, as amended (the "1934 Act"), on or before the date hereof or are no longer any Registrable Securities outstanding (such period during which a Shelf so filed or furnished hereafter. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement is effectiveany Preliminary Prospectus, the “Shelf Period”). The Company Statutory Prospectus or the Prospectus shall use its reasonable best efforts be deemed to promptly replace refer to and include any Shelf such document filed or furnished or to be filed or furnished under the 1934 Act after the date of the Registration Statement at Statement, any such Preliminary Prospectus, the Statutory Prospectus or before expirationProspectus, if applicableas the case may be, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingand deemed to be incorporated therein by reference.

Shelf Registration Statement. The (a) From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by such Demand Stockholders. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to promptly file with keep the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following five (5) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities; and (iii) the date on which this agreement terminates pursuant to further review. The Section 7.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at in an Underwritten Offering (a “Shelf Offering”), then, the Company shall promptly amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration ( i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) (provided that references therein to six (6) months shall be deemed to be references to four (4) months) and Section 5.1(g).

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” reviewed or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s Company*s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” Stockholders hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts Prior to promptly file with the SEC, no later than 150 earlier of (i) fourteen (14) months after the Effective Date and (ii) fourteen (14) days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if after the Company is then ineligible becomes eligible to register for resale the Registrable Securities file a Registration Statement on Form S-3, such registration shall be the Company will file with the Commission a Registration Statement on Form S3, or such other form available as may be appropriate and available, under Rule 415 relating to register for the resale by the Holders of their Registrable Securities as a secondary offering (including Form S-1)) Shares (the “Shelf Registration Statement”) covering ). At the resale option 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1Company, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities the issuance of the Company and other holders of the Company’s securities; provided that, Registrable Shares in exchange for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Units. The Company shall use its reasonable best efforts to promptly replace any Shelf cause such Registration Statement at to be declared effective by the Commission for all of the Registrable Shares covered thereby as soon as practicable. The Company agrees to use its reasonable efforts to keep the Registration Statement (or before expiration, if applicable, with a successor effective Shelf Registration Statement filed with respect to the Registrable Shares), after its date of effectiveness, continuously effective until such time as the date (the “Termination Date”) on which there are no longer any Registrable Shares other than Rule 144 Eligible Shares. To satisfy its obligations hereunder, the Company may, at its option, in lieu of the Registration Statement described above, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities outstandingAct) at the time that a Registration Statement is to be filed, (A) file an automatic shelf registration statement which covers such Registrable Shares or (B) in lieu of filing a new Registration Statement, file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the resale of such Registrable Shares by the Holders in an automatic shelf registration statement previously filed by the Company (in each case, such Registration Statement or Prospectus, together with such previously filed Registration Statement, as the case may be, will be considered the Shelf Registration Statement). The Holders agree not to offer or sell, without the Company’s consent, any Registrable Shares by means of any “free writing prospectus” (as defined in Rule 405 under the Securities Act) that is required to be filed by the Holders with the Commission pursuant to Rule 433 under the Securities Act (any free writing prospectus consented to by the Company, a “Permitted Free Writing Prospectus”).

Shelf Registration Statement. (i) The Company will use its reasonable best efforts to promptly file has prepared and filed in conformity with the SEC, no later than 150 days following requirements of the date of this Agreement, 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a shelf “shelf” registration statement on Form S-3 F-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities No. 333-278762), which became effective on Form S-3September 5, such registration shall be on such other form available to register for resale the Registrable Securities as 2024, including a secondary offering (including Form S-1)) base prospectus (the “Shelf Registration StatementBase Prospectus”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior relating to such submission or filing) on a delayed or continuous basis Ordinary Shares, preferred shares, warrants, debt securities and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities subscription rights units of the Company and other holders that may be sold from time to time by the Company, in accordance with Rule 415 of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)1933 Act, and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be necessary to keep a Shelf part of the Registration Statement effective until by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such time prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as there defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 6 of Form F-3 under the 1933 Act, which were filed or furnished under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are no longer any Registrable Securities outstanding (such period during which a Shelf so filed or furnished hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement is effectiveany Preliminary Prospectus, the “Shelf Period”). The Company Statutory Prospectus or the Prospectus shall use its reasonable best efforts be deemed to promptly replace refer to and include any Shelf such document filed or furnished or to be filed or furnished under the 1934 Act after the date of the Registration Statement at Statement, any such Preliminary Prospectus, the Statutory Prospectus or before expirationProspectus, if applicableas the case may be, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingand deemed to be incorporated therein by reference.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities SEC as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to use Form S-3be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Registration Statements, collectively, the "Shelf Registration Statement"). Such Each Shelf Registration Statement shall provide for be on Form S-3 under the resale of the Registrable Securities included therein pursuant to any method Act or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of another appropriate form selected by the Company and other holders permitting registration of such Transfer Restricted Securities for resale by the Company’s securities; provided thatHolders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, for the avoidance of doubtwithout limitation, such other holders shall not be entitled up to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”two underwritten offerings). The Company shall use its all commercially reasonable best efforts to promptly replace not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Statement. The Company shall use all commercially reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable but in no event later than the Effectiveness Target Date and to keep each Shelf Registration Statement continuously effective under the Securities Act until the earlier of such time as there date that is two years after the latest date of initial issuance of any of the Notes (the "Effectiveness Period") or the date that all Transfer Restricted Securities shall have been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement relating thereto or distributed to the public pursuant to Rule 144 or are no longer any Registrable Securities outstandingsaleable pursuant to paragraph (k) of Rule 144 (or similar provisions then in force).

Shelf Registration Statement. The (i) Subject to the applicable securities Laws, from and after the Closing Date, subject to the terms and conditions hereof, and further subject to the eligibility of the Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 F-3 or any successor form thereto (or successor form) (except if “Form F-3”), the Holders may by written notice delivered to the Company require the Company to file as soon as reasonably practicable, and to its commercially reasonable efforts to cause to be declared effective by the Commission, if applicable, as soon as reasonably practicable after such filing date, a Form F-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act to permit or facilitate the offer, sale and distribution, from time to time, of an amount of Registrable Securities then held by the Holders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. (ii) Subject to paragraph (c)(iii), 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 Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the (including by filing amendments thereto or replacement registration statements thereof, but no later than ) until the earlier of (i) 180 days following three (3) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not Registrable Securities; and (iii) the date on which the Holders no longer hold Registrable Securities that represent at least two percent (2.0%) of all of the issued and outstanding Ordinary Shares. (iii) Notwithstanding anything to the contrary contained in this Agreement, if so advised by the Company in writing (which shall describe the reason for the Blackout Period and, to the extent practicable, an approximation of the anticipated duration of such Blackout Period), the Holders shall be subject required to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event such Blackout Period is of the type described in clause (ii) of the definition thereof, the Company files shall (i) deliver to the Holders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period have been met. After the expiration of any Blackout Period and without any request or demand from the Holders, the Company to the extent necessary shall as promptly as reasonably practicable prepare and file a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated or deemed incorporated therein by reference, or any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein pursuant or necessary to any method or combination of methods legally available tomake the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (iv) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Holder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company ) (which Take-Down Notices shall use its reasonable best efforts not total more than two (2) in the aggregate during any calendar year) stating that such Holder intends to promptly replace any sell all or part of their Registrable Securities included on the Shelf Registration Statement at (a “Shelf Offering”), then, the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until or the prospectus as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering. In connection with any Shelf Offering that is an Underwritten Offering and where the offering of the securities includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”), if the lead managing underwriter(s) advises the Company and the Holders that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the Holders are advised by such lead managing underwriter(s) can be sold without such adverse effect. Except as otherwise expressly specified in this paragraph (c), any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Schedule 2 as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including paragraph (a)(vi).

Shelf Registration Statement. The (a) Subject to the terms and conditions hereof, and further subject to the availability of Form S-3 to the Company, the Company will shall file as soon as reasonably practicable after January 13, 2022, but in no event later than 60 days after such date, and use its commercially reasonable best efforts to promptly file with cause to be declared effective by the SEC, no later than 150 days following the date of this AgreementCommission as soon as reasonably practicable after such filing date, a shelf registration statement on Form S-3 (or successor form) (except if providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Company is then ineligible Securities Act relating to register for resale the offer and sale, from time to time, of all of the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. The Company shall pay the resale of registration fee for all the Registrable Securities (determined as to be registered pursuant to an automatic shelf registration statement at the time of two (2) business days prior filing of the automatic shelf registration statement and shall not elect to such submission or filing) pay any portion of the registration fee on a delayed or continuous basis and deferred basis. (b) Subject to Section 6.2(c), the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that keep the Shelf Registration Statement will not be “reviewed” or will not be subject continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement. (c) Notwithstanding anything to further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named in time, by providing written notice to the Applicable Shareholders, to require such Applicable Shareholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period, the Company files shall deliver to the Applicable Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon such notice by the Company, each of the Applicable Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and promptly halt any offer, sale, trading, or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination, or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Applicable Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (d) After the expiration of any Blackout Period and without any further request from an Applicable Shareholder, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Applicable Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering. Notwithstanding any other provision of this Agreement, no other holders of securities of the Company shall be entitled to receive any notice of or have its securities included in any such Shelf Offering, including any block sale off of the Shelf Registration Statement.

Shelf Registration Statement. The (a) From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, and further subject to the Company’s eligibility to use a registration statement on Form S-3 or any successor form thereto (“Form S-3”), any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company as soon as reasonably practicable to effect a registration of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount under a registration statement pursuant to Rule 415 (the “Shelf Registration Statement”) under the Securities Act (or any successor rule) (a “Shelf Registration”) . (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to promptly file with keep the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following the date of this Agreement and five (ii5) the tenth (10th) business day years after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” has been declared effective (or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files date of filing of the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after if the Company is eligible to use Form S-3. Such S-3ASR); (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this agreement terminates pursuant to Section 6.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall provide be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the resale Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that the conditions described in clause (ii) of the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included on the Shelf Registration Statement at in an Underwritten Offering (a “Shelf Offering”), then, the Company shall promptly amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) involving substantial marketing efforts by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Shareholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering (but no other Shelf Offering) shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) (provided that the references therein to six (6) months shall be deemed references to four (4) months) and Section 5.1(g).

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, As soon as practicable but no later than 150 days following thirty (30) Business Days after the date of this Agreementhereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 days the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date of this Agreement and (iiy) the tenth fifth (10th5th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder Holder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly prepare and file with the SEC Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective continuously effective, available for use to permit 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 Securities. If, at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding (Shelf Registration Statement on Form S-1, then the Company shall, as soon as reasonably practical, convert such period during which outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingon Form S-3.

Shelf Registration Statement. (a) The Company will shall use its reasonable best efforts to promptly file with the SEC, no later than 150 days following Securities and Exchange Commission (the date of this Agreement, "Commission") by the Filing Date a shelf registration statement Shelf Registration Statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") on Form S-3 (or any successor formform thereto) (except if the Company is then ineligible to register for resale resales by Purchaser of the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shares. The Company shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable possible after the filing thereof, Filing Date but in no event later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale termination of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of Lock-Up Period (the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”"TERMINATION DATE"). The Company shall use its reasonable best efforts to promptly replace any keep such Shelf Registration Statement at continuously effective and usable until the date on which all of the Shares are sold or before expiration, if applicable, with a successor effective such earlier date as the Shares may be resold by Purchaser without registration under Rule 144(k) under the Securities Act (the "Final Date"). The Company shall deliver copies of the Prospectus to The New York Stock Exchange pursuant to Rule 153 under the Securities Act and to Purchaser on reasonable request. (b) Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain a material misstatement or to omit a material fact required to be stated therein or necessary to make the statements made not misleading or (ii) not to be effective and usable for resale of the Shares until the Final Date, the Company shall notify Purchaser as soon as reasonably practicable thereafter and, within two Business Days of the occurrence of such time event, file a supplement to the Prospectus included in (if a supplement is appropriate for such purpose) or, within four Business Days of the occurrence of such event, file an amendment to the Shelf Registration Statement, in the case of clause (i) immediately above correcting any such misstatement or omission, and in the case of either clause (i) or (ii) immediately above use best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as there are no longer any Registrable Securities outstandingsoon as reasonably practicable thereafter.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 Within fifteen (15) days following the date of this AgreementClosing Date, the Partnership shall prepare and file a shelf registration statement on Form S-3 (or successor form) (except if under the Company is then ineligible Securities Act to register for permit the public resale of a good faith estimate of the Registrable Securities on Form S-3, such total number of Distribution Units that may be issued to the Purchaser pursuant to Section 3.2(b). The registration shall be on such other form available statement filed by the Partnership pursuant to register for resale the Registrable Securities as a secondary offering (including Form S-1)) this Section 5.3 (the “Shelf Registration Statement”) covering shall be on Form S-3 or such appropriate form of the resale Commission as shall be selected by the Partnership so long as such form permits the continuous offering of all the Registrable Distribution Units pursuant to Rule 415 of the Securities (determined Act or such other rule as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and is then applicable at the then prevailing market prices. The Partnership shall use its commercially reasonable efforts to have such Shelf cause the Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewthereafter. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company Partnership shall use its commercially reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after cause the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinDistribution Units covered by the Registration Statement by the Purchaser in accordance with the Registration Rights Agreement. The Shelf Registration Statement may also cover any other securities when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Company Securities Act and other holders 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 Registration Statement, in the light of the Company’s securities; provided thatcircumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, for but in any event within two (2) Business Days of such date, the avoidance Partnership shall provide the Purchaser with written notice of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingStatement.

Shelf Registration Statement. The Company will use its reasonable best efforts Subject to promptly file with the SECSection 2.1.3, as soon as practicable but no later than 150 180 calendar days following after the date consummation of this Agreementthe Transactions (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 pursuant to Rule 415 of the Securities Act or any successor rule thereto (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (statement, the “Shelf Registration Statement”) covering the resale all of all the Registrable Securities then outstanding (determined as of two (2) business days Business Days prior to such submission or filing) for an offering to be made on a delayed or continuous basis and pursuant to Rule 415 of the Securities Act or any successor rule thereto (a “Shelf Registration”); provided, however, in order to include any Holder to be a selling securityholder in such Registration Statement, the Company shall have received complete Selling Securityholder Information from such Holder at least 10 Business Days prior to the Filing Date. A Holder’s failure to provide Selling Securityholder Information or respond to the Company’s request for information within five Business Days of such request constitutes forfeiture of such Holder’s ability to include such Holder’s Registrable Securities in the Shelf Registration Statement under this Section 2.1.1. The Company shall use its commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date of this Agreement Filing Date and (iiy) the tenth (10th) business day 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date shall promptly provide any SEC comments received be extended to Stockholders named in the next Business Day on which the Commission is open for business, (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of Business Days that the Commission remains closed for operations or (iii) if the Commission has not signed off on the Company’s ability to file an acceleration request, the Effectiveness Date shall be extended until such Registration Statement and will promptly respond to any such SEC comments. In time as the event the Company Commission files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3effectiveness order. Such Shelf Registration Statement 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 Stockholder the Holders named therein. The ; provided, that the parties acknowledge and agree that the sale of any Registrable Securities registered under such Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled are subject to the rights of “Stockholders” hereunderOH Lock-up Period, as applicable, and restrictions imposed by applicable securities laws. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly prepare and file with the SEC Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a the Shelf Registration Statement continuously effective and available for use to permit 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. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities outstanding (such period during which a under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act, such Shelf Registration Statement shall register for resale such number of Registrable Securities which is effectiveequal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities or other shares to be registered for each selling shareholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Shelf Registration Statement or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement shall also be deemed to be a “Shelf Registration Statement” hereunder) to register such additional Registrable Securities, if any remains, and cause such amendment or Shelf Registration Statement(s) to become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in 4 writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Shelf PeriodAdditional Effectiveness Date”). The Company ; provided, however, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall use its reasonable best efforts be extended to promptly replace any Shelf Registration Statement at the next Business Day on which the Commission is open for business, (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same number of Business Days that the Commission remains closed for or before expiration(iii) if the Commission has not signed off on the Company’s ability to file an acceleration request, if applicable, with a successor effective Shelf Registration Statement the Additional Effectiveness Date shall be extended until such time as there are no longer any Registrable Securities outstandingthe Commission files the effectiveness order. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 2.

Shelf Registration Statement. The (a) From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by such Demand Stockholders. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to promptly file with keep the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following five (5) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities; and (iii) the date on which this agreement terminates pursuant to further review. The Section 7.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at in an Underwritten Offering (a “Shelf Offering”), then, the Company shall promptly amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) (provided that references therein to six (6) months shall be deemed to be references to four (4) months) and Section 5.1(g).

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with If the SECissuance of the Merger Shares is exempt from registration under the Securities Act, no by not later than 150 fifteen (15) business days following after the date of this AgreementClosing, Buyer shall have filed a shelf registration statement under the Securities Act on Form F-3 or S-3 (or successor formas applicable) (except or any successor short form registration statement involving a similar amount of disclosure; or if the Company is then ineligible to register use any such form, then any other available form of registration statement) for resale a public offering of the Registrable Merger Shares to be made on a continuous basis pursuant to Rule 415 of the Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Act (the “"Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC "); provided that Buyer may exclude from the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale Shares of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover who has failed to provide Buyer with any other securities information reasonably requested of such Stockholder in writing by Buyer in connection with the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness preparation of the Shelf Registration Statement for Statement." 4. Section 7.2(h) of the Agreement is hereby deleted in its entirety. 5. Seagate Technology, Inc. hereby agrees that it shall convert, into shares of Company Common Stock, its Convertible Note from the Company, in the maximum period permitted by SEC rulesprincipal amount of $5,000,000, subject on or before the Closing Date, such conversion to any Suspension that may occur as described be in Section 2(i), and shall promptly prepare and file accordance with the SEC terms of such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)note. 6. The Company shall use its reasonable best efforts hereby represents and warrants to promptly replace any Shelf Registration Statement at or before expirationthe Buyer and Sub that, if applicableas of the date hereof, with the sum of (a) the total number of shares of Company Common Stock outstanding (assuming the conversion into Common Stock of all shares of Company Preferred Stock and the conversion of the Convertible Note held by Seagate (described in the preceding paragraph)) and (b) the total number of shares issuable upon exercise of outstanding options of the Company, exclusive of the options for a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingtotal of 311,900 shares of Common Stock granted in May 2000 which have an exercise price of $4.05 per share, does not exceed 35,170,345. [Signature pages follow.]

Shelf Registration Statement. The (a) Subject to the terms and conditions hereof, and further subject to the availability of Form S-3 to the Company, the Company will use its reasonable best efforts to promptly shall file with as soon as reasonably practicable, and in any case, within 30 days of the SEC, no later than 150 days following of the date of this Agreement, Agreement and the date that the Company is eligible to register Registrable Securities on a shelf registration statement on Form S-3 (or successor form) (except if S-3, and use commercially reasonable efforts to cause to be declared effective by the Company is then ineligible to register for resale the Registrable Securities on Commission as soon as reasonably practicable after such filing date, a Form S-3, such registration shall providing for an offering to be made on such other form available a continuous basis pursuant to register for resale Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities as a secondary offering (including Form S-1)) equal to the Warrant Shares (the “Shelf Registration Statement”). With respect to such Shelf Registration Statement, the Investor shall be deemed to be the Demand Shareholder. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. If registering a number of Registrable Securities, the resale of Company shall pay the registration fee for all the Registrable Securities (determined as to be registered pursuant to an automatic shelf registration statement at the time of two (2) business days filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company may also amend an existing registration statement on Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder. Notwithstanding the foregoing, the Company will not file a Shelf Registration Statement if it receives a request from Investor in writing prior to such submission or filingfiling the same requesting that the Company not file the Shelf Registration Statement. The Company will thereafter not be required to file the Shelf Registration Statement until the Company receives a written request from Investor, in which case the Company will proceed to file the Shelf Registration Statement as soon as reasonably practicable and subject to the terms of this Agreement. (b) on a delayed or continuous basis and Subject to Section 6.2(d), the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that keep the Shelf Registration Statement will not continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold ACTIVE/117762661.12 thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities. (c) Notwithstanding anything to further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (d) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering. Such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in ACTIVE/117762661.12 the Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) Business Days after delivery of the Take-Down Notice to such holder. If the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Shelf Offering would materially and adversely affect the success thereof, then there shall be included in such Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 6.1(g). Except as otherwise expressly specified in this Section 6.2, any Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article VI as would be applicable to a Demand Registration (i.e., as if such Shelf Offering were a Demand Registration), including Section 6.1(e)(ii) and Section 6.1(g). (f) Any time that a Shelf Offering involves an Underwritten Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the Company (such acceptance not to be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the ---------------------------- SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to use Form S-3. Such be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration Statement 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 Stockholder named thereinStatement"). The Shelf Registration Statement may also cover any other securities of shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company and other holders permitting registration of such Transfer Restricted Securities for resale by the Company’s securities; provided thatHolders in the manner or manners reasonably designated by them (including, for the avoidance of doubtwithout limitation, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”one or more underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its all reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expirationto be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, if applicablebut in no event later than the Effectiveness Target Date, with a successor effective and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is 24 months after the date on which all of the Debentures are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be outstanding any Registrable Securities outstandingTransfer Restricted Securities.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file ---------------------------- with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to use Form S-3. Such be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration Statement 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 Stockholder named thereinStatement"). The Shelf Registration Statement may also cover any other securities of shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company and other holders permitting registration of such Transfer Restricted Securities for resale by the Company’s securities; provided thatHolders in the manner or manners reasonably designated by them (including, for the avoidance of doubtwithout limitation, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”one or more underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its all reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expirationto be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, if applicablebut in no event later than the Effectiveness Target Date, with a successor effective and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is 24 months after the date on which all of the Debentures are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchaser in the Purchase Agreement) to the Initial Purchaser (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be outstanding any Registrable Securities outstandingTransfer Restricted Securities.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 days following twenty (20) Business Days after the date of this AgreementMerger Closing Date (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but thereof and no later than the earlier of (i) 180 days the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date of this Agreement hereof and (ii) the tenth (10th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder Holder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly prepare and file with the SEC Commission such amendments, including post-effective amendments, amendments supplements and supplements new registration statements as contemplated by Rule 415(a)(6) as may be necessary to keep a Shelf Registration Statement effective continuously effective, available for use to permit 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 outstanding Securities. In the event the Company files the Shelf Registration Statement on a Form S-1 (such period during which the “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 Registration Statement but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of such Shelf Registration Statement. (b) Subject to Section 2.3 and Section 2.4, at any time and from time to time, any of (i) the Sponsor Holder, (ii) the Holders of a majority in interest of the then-outstanding number of Registrable Securities, or (iii) any Holder or group of Holders, if the total offering price is effectivereasonably expected to equal or exceed, in the aggregate, the Minimum Demand Threshold, may make a written demand from time to time to elect to sell all or any part of their Registrable Securities (the “Demanding Holder(s)”), pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf PeriodUnderwriting”). As promptly as practicable, but no later than three (3) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (i) the Registrable Securities of the Demanding Holders and (ii) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its commercially reasonable best efforts to promptly replace effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until has been declared effective, each Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities; provided, however, that a Shelf Underwriting shall not be counted for such time as there are no longer any purposes unless a Registration Statement has become effective and all of the Registrable Securities outstandingrequested by such Demanding Holder to be registered in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a two (2)-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. A majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. The Company will use its reasonable best efforts 4.1. Subject to promptly file with the SEC, no later than 150 days following the date conditions of this AgreementSection 4, a shelf at any time after the earlier of April 30, 2007 and the registration statement on Form S-3 (or successor formof the Company's Ordinary B Shares under Section 12(g) (except of the Exchange Act, if the Company is then ineligible to register for resale shall receive a written request(s) from any Holder(s), holding, in the Registrable Securities on Form S-3aggregate, such registration shall be on such other form available to register for resale not less than 10% of the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Original Registrable Securities (determined as subject the last sentence of two (2) business days prior this Section 4.1), that the Company file a registration statement for an offering to such submission or filing) be made on a delayed or continuous basis and shall use its commercially reasonable efforts pursuant to have such Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of all of the relevant Registrable Securities (the "Shelf Registration Statement declared effective as soon as reasonably practicable after Statement"), then the filing Company shall, within thirty (30) days of the delivery thereof, but no later than the earlier give written notice of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingsuch request to all Holders, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject which may elect to further review. The Company shall promptly provide any SEC comments received to Stockholders named join in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on request, as specified in a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable written request given within fifteen (15) days after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale delivery of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinCompany's written notice. The Shelf Registration Statement may also cover any other securities shall be on Form F-3 or another appropriate registration statement permitting registration of such Registrable Securities for resale by the Company Holders in accordance with the methods of distribution elected by them and other holders of the Company’s securities; provided that, for the avoidance of doubt, set forth in such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expiration, if applicable, to be declared effective under the Securities Act within 3 months after the Holders' initial request in accordance with a successor effective this Section and to keep such Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) two years following the date such time as there are no longer any registration was declared effective and (ii) the disposition of all Registrable Securities outstandingincluded in such Shelf Registration Statement. As long as the Bank holds at least 75% of the Original Registrable Securities held by the Bank, the Bank shall have the right, alone, to require a Shelf Registration Statement under this Section 4.1, at the earlier of (a) three (3) years after the date hereof, and (b) 30 days after one registration statement is effected under Sections 2 or 4 hereunder, or is effected under Section 3, provided Registrable Securities are actually included in such registration, and, in each case, is declared effective. As long as Agate holds shares of the Company that are Original Registrable Securities that constitute at least 1.5% of the issued and outstanding share capital of the Company, Agate shall have the right, alone, to require a Shelf Registration Statement under this Section 4.1 (provided that the total expected offering price of the Original Registrable Securities required to be registered by Agate is at least $2.5 million), at the earlier of (a) three (3) years after the date on which the Registrable Securities have been issued to Agate, and (b) 30 days after one registration statement is effected under Sections 2 or 4 hereunder, or is effected under Section 3, provided Registrable Securities are actually included in such registration, and, in each case, is declared effective.

Shelf Registration Statement. The Company will At such time as the Corporation shall be eligible to use Form S-3 for secondary offerings, a Requesting Holder at any time may utilize its reasonable best efforts right to promptly make a Demand Request (without the need to satisfy any requirement for a minimum proposed offering price to the public) by delivery to the Corporation of a written request (a "Shelf Request") to the Corporation to file a registration statement with the SEC, no later than 150 days following SEC seeking to register the date offer and sale of the Registrable Securities by the Holders thereof from time to time pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement"). Subject to the provisions of this Agreement, within 45 days after receipt of any such Shelf Request, the Corporation shall file a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Statement and shall use its all commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as reasonably practicable and in any event on or before 90 days after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by filing. If the SEC notifies the Corporation that the Shelf Registration Statement will not be “reviewed” receive no action or review from the SEC, the Corporation will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files request that the Shelf Registration Statement on a Form S-1, become effective within five Business Days after receipt of such SEC notification. Upon the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after effectiveness under the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness Act of the Shelf Registration Statement for Statement, the maximum period permitted by SEC rules, subject Corporation will use all commercially reasonable efforts to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with cause the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time to remain effective, and supplemented and amended as there are no longer any required by throughout period ending on the date which is the earliest to occur of (A) the date that all Registrable Securities outstanding registered under such Registration Statement may be sold in a three-month period under Rule 144 under the Securities Act, (B) the date all Registrable Securities registered under such period during Registration Statement have been sold and (C) three years after the date on which a such Shelf Registration Statement is effective, becomes effective with respect to the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any offer and sale of Registrable Securities outstandingplus the aggregate number of days in all applicable Suspension Periods.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. If registering a number of Registrable Securities, the resale of Company shall pay the registration fee for all the Registrable Securities (determined as to be registered pursuant to an automatic shelf registration statement at the time of two (2) business days prior filing of the automatic shelf registration statement and shall not elect to such submission or filing) pay any portion of the registration fee on a delayed deferred basis. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or continuous basis and shall use its commercially reasonable efforts to have be set forth, in such Shelf Registration Statement declared effective as soon as reasonably practicable by delivering to the Company a written request to so participate within five (5) days after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company Shelf Notice is notified (orally or in writing, whichever is earlier) received by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after keep the Company is eligible to use Form S-3. Such Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; and (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall provide be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the resale duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advise(s) the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g). (g) Notwithstanding any other provision of this Agreement, if the requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the registration of the Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 S‑3 or any successor form thereto (or successor form“Form S‑3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S‑3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. If registering a number of Registrable Securities, the resale of SV:315627.6 1001640689v15 Company shall pay the registration fee for all the Registrable Securities (determined as to be registered pursuant to an automatic shelf registration statement at the time of two (2) business days prior filing of the automatic shelf registration statement and shall not elect to such submission or filing) pay any portion of the registration fee on a delayed deferred basis. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or continuous basis and to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company shall use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement Shelf Registration Statement has been declared effective; and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named have been sold thereunder in such Registration Statement accordance with the plan and will promptly respond to any such SEC comments. In method of distribution disclosed in the event the Company files prospectus included in the Shelf Registration Statement on a Form S-1Statement, the Company shall use its reasonable best efforts or otherwise cease to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the be Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingSecurities.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Stockholders may by written notice delivered to the Company is (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then ineligible to register for resale held by such Demand Stockholders that equals the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. Notwithstanding the resale foregoing, the Company may satisfy its obligations under this Section 4.3 by amending any existing Form S-3. (b) Within 10 days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all the other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within 10 days after the Shelf Notice is received by any such holder of Registrable Securities. (determined as of two (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities; and (iii) and the date on which the Gazelle Stockholders’ collective Beneficial Ownership of shares of Company Common Stock falls below 3.0% of all then-outstanding shares Company Common Stock. (d) Notwithstanding anything to further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such Registration Statement and will promptly respond holders of Registrable Securities to any such SEC comments. In suspend the event use of the Company files prospectus for sales of Registrable Securities under the Shelf Registration Statement on during any Blackout Period. Upon notice by the Company to the Demand Stockholders of any such determination, each Demand Stockholder covenants that it shall, subject to applicable Law, keep the fact of any such notice strictly confidential and promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Stockholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a Form S-1holder of Registrable Securities, the Company Company, to the extent necessary, shall use its reasonable best efforts as promptly as reasonably practicable prepare a post-effective amendment or supplement to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for or the resale prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Stockholder(s) shall also deliver the Take-Down Notice to all other Demand Stockholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) in writing that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. The Company will use its reasonable best efforts (a) From and after the expiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the resale Company will deliver written notice thereof to all other holders of all the Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (determined as 10) days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities; and (iii) the date on which the Investors’ collective Beneficial Ownership of Company Common Stock falls below five percent (5.0%); provided, that the Company’s obligations under this Section 4.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Investors (taking into account the time periods described in Section 4.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SECSEC as soon as practicable after the Closing Date, but in no event later than 150 days following the date of this AgreementFiling Date, a shelf registration statement Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all Transfer Restricted Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 (under the Securities Act or successor form) (except if another appropriate form selected by the Company is then ineligible to register permitting registration of such Transfer Restricted Securities for resale by the Registrable Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than Transfer Restricted Securities on Form S-3, such registration shall to be on such other form available to register for resale included in the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 . The Company shall use its commercially reasonable efforts to have such cause the Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon promptly as reasonably practicable after following the filing thereof, but in no event later than the earlier of (i) 180 days following the date of this Agreement Effectiveness Target Date, and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that to keep the Shelf Registration Statement will not be “reviewed” or will not be subject continuously effective under the Securities Act until the earliest of: (1) the date that is two years after the date on which all of the Notes are sold (including those sold pursuant to further review. The Company shall promptly provide any SEC comments received the over-allotment option granted to Stockholders named the Initial Purchasers in such Registration Statement and will promptly respond the Purchase Agreement) to any such SEC comments. In the event Initial Purchasers (the Company files "Effectiveness Period"), (2) the date when the Holders are able to sell all Transfer Restricted Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144, (3) the date when all of the Transfer Restricted Securities are registered under the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale and disposed of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of in accordance with the Shelf Registration Statement for and (4) the maximum period permitted by SEC rules, subject date when all of the Transfer Restricted Securities have ceased to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which whether as a Shelf Registration Statement is effectiveresult of redemption, the “Shelf Period”repurchase and cancellation, conversion or otherwise). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) covering or any successor form thereto. If registering a number of Registrable Securities, the resale of Company shall pay the registration fee for all the Registrable Securities (determined as to be registered pursuant to an automatic shelf registration statement at the time of two (2) business days prior filing of the automatic shelf registration statement and shall not elect to such submission or filing) pay any portion of the registration fee on a delayed deferred basis. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or continuous basis and to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company shall use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement Shelf Registration Statement has been declared effective; and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be “reviewed” or will not be subject Registrable Securities. (d) Notwithstanding anything to further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g). (g) Notwithstanding any other provision of this Agreement, if the requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the registration of the Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly Issuers shall file with the SEC, no later than 150 days following the date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3Notes not exchanged in the Exchange Offer, such registration shall Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be on such other form available an amendment to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Exchange Offer Registration Statement (the “Initial Shelf Registration Statement”) covering ). The Issuers shall file with the resale of all Commission 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 Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is com- pleted within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective as soon as reasonably practicable under the Securities Act on or prior to the 90th day after the filing thereofCompany determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), but no later than subject to extension pursuant to the earlier penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) 180 days following all Registrable Notes covered by the date Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to be outstanding or (ii) a Subsequent Shelf Registration Statement covering all of this Agreement the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the tenth (10th) business day after Company may suspend the date effectiveness of the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Shelf Registration Statement will not be “reviewed” or will not be subject by written notice to further review. The Company shall promptly provide any SEC comments received the Holders solely as a result of the filing of a post-effective amendment to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Initial Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert where such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, amendment is not yet effective and supplements as may needs to be necessary declared effective to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, permit holders to use the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingrelated Prospectus.