Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (ia) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors Centerbridge will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire Centerbridge desires to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors Centerbridge may deliver to the Company Registrant a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire Centerbridge desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company Registrant will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e)1.04, use its best commercially reasonable efforts to consummate such Shelf Offering. (iib) If the Sponsor Investors desire Centerbridge desires to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), ) then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors Centerbridge may notify the Company Registrant of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iiic) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) 1.03 shall be determined by the Sponsor InvestorsCenterbridge, and the Company Registrant shall use its best commercially reasonable efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at . At any time prior to the request effective date of the Sponsor Investorsregistration statement relating to a Demand Registration or the “pricing” of any offering relating to a Shelf Offering Notice, file any prospectus supplement Centerbridge may revoke or any post-effective amendments and otherwise take any action necessary withdraw such notice of a Demand Registration or Shelf Offering Notice without liability to include therein all disclosure and language deemed necessary or advisable Centerbridge by providing written notice to the Sponsor Investors to effect such Shelf OfferingRegistrant.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire A Holder may elect to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver under a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire Holder desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two five (25) Business Days business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, may include in such Shelf Offering any number of shares of Common Stock the Company desires to sell in such Shelf Offering and will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within fourteen thirty (1430) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to consummate facilitate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsMajority Participating Holders, and the Company shall use its reasonable best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iviii) The Company will, at the request of the Sponsor InvestorsMajority Participating Holders, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors Majority Participating Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at . At any time or and from time to time on or after the Closing Date, Buyer shall have the right to elect to sell pursuant to request an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If unlimited number of registrations under the Sponsor Investors desire to sell 1933 Act of all or any portion of its Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Offering Registration Notice”) specifying the number of Shelf Registrable Securities requesting that the Sponsor Investors desire Company prepare and file with the SEC a Shelf Registration Statement with respect to sell pursuant to such underwritten offering (the “Shelf Offering”)resales of some or all of Buyer’s Registrable Securities. As promptly as practicablepracticable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than two (2) Business Days 60 days after receipt the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Offering NoticeRegistration Statement is to be filed, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing file an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the that covers such Registrable Securities. The Company of the Underwritten Block Trade not less than two (2) Business Days prior agrees to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade keep the Shelf Registration Statement (which may close as early as two (2) Business Days after or a successor Registration Statement filed with respect to the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be permitted to participate in an Underwritten Block Trade without lawfully delivered and the written consent Shelf Registration Statement useable for resale of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur Registrable Securities in accordance with such determinations the intended methods of disposition set forth therein, so long as promptly as practicablethere are any Registrable Securities outstanding (the “Shelf Effectiveness Period”). (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors any Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering, provided that the aggregate anticipated offering price, net of any underwriting discounts and commissions, of each such underwritten offering is at least $25,000,000) Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the “Shelf Registrable Securities”), which may include Shelf Registrable Securities to be sold by the Investor. If the Sponsor Investors desire any Investor desires to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may such Investor shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire such Investor desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to consummate facilitate such Shelf Offering. (ii) If the Sponsor Investors desire any Investor wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may such Investor will notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will promptly notify each other Holders Holder of Investor Registrable Securities and, only if requested by the Majority Participating Investors, each Other Holder, of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence), if the initiating Investor initially provides two (2) Business Days’ notice to the Company) (unless a longer period is agreed to by the Sponsor Majority Participating Investors), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorMajority Participating Investors. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant; provided, that each such Potential Participant that elects to participate may condition its participation on the Underwritten Block Trade being completed within fifteen (15) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Participant of not less than ninety percent (90%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Participant’s election to participate (the “Participation Conditions”). (iii) All Subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Majority Participating Investors, and the Company shall use its reasonable best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Majority Participating Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Majority Participating Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long As promptly as reasonably practicable after the completion of twelve calendar months following the effectiveness of the Form 8-A related to the IPO, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) ), which shall be on an Automatic Shelf Registration Statement if the Corporation is then eligible to file such a registration statement. The Corporation shall use commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and remains once effective, the Sponsor Investors will Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) in the case of an Automatic Shelf Registration statement (and without limitation of Section 5(a)(xxiii)), the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its commercially reasonable efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Equity Owner Parties in accordance with the terms of the LLC Agreements (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the IPO Holdback Period and (ii) the Corporation becomes eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Equity Owner Parties may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities with a market value of at least $50 million shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If , so long as the Sponsor Investors desire Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith, excluding any underwriting commissions or fees for shares sold by Holders or other third parties; provided that any of the Demand Holders, through their respective Representatives, shall have the right at any time and from time to time to elect to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Demand Holder(s). The applicable Holders shall make such election by delivering to the Company Corporation a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As In the case of an Underwritten Takedown, as promptly as practicable, but in no event later than two (2) three Business Days after receipt of a Shelf Offering NoticeRequest, the Company will Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. The Corporation, subject to Sections 2(e) and 8 hereof, shall include in such Shelf Registration Statement and are otherwise permitted Offering that is an Underwritten Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to sell the Corporation for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within five Business Days after the receipt of in such the Shelf OfferingOffering Notice. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company willCorporation shall, as expeditiously as possible (and in any event within fourteen (14) days ten Business Days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the Holders representing a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. For the avoidance of doubt, no Holder shall have piggy-back or other rights of participation in any sales of Shelf Registrable Securities, or rights of inclusion in any amendment or supplement to any applicable prospectus, in each case for any Shelf Offering that is not an Underwritten Takedown. (iiiii) If any Holders representing Registrable Securities with a market value of at least $50 million (or less than $50 million, if the Sponsor Investors applicable Shelf Registrable Securities constitute all of the Registrable Securities then held by such Holder(s)) desire to effect a sale of Shelf Registrable Securities that (A) does not constitute an Underwritten Takedown and (B) requires an amendment or supplement to the applicable prospectus prior to the time of sale to reflect changes in information regarding such Holder or the plan of distribution as related to such sale, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Demand Holder wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Holder(s) only need to notify the Company Corporation of the Underwritten Block Trade not less than block trade Shelf Offering two (2) Business Days prior to the day such offering is first anticipated to commence. If requested commence (unless a longer period (A) is necessary for the completion of a customary due diligence process required for counsel to each of the Corporation and the underwriters to provide customary “10b-5” negative assurance letters and for the Corporation’s accountants to provide customary “comfort letters” or (B) is otherwise agreed to by Holders representing a majority of the Sponsor Investors, Registrable Securities wishing to engage in the Company will underwritten block trade) and the Corporation shall promptly notify other Holders of such Underwritten Block Trade and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. i.e., one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), Holders representing a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will as expeditiously as possible Corporation shall use its best commercially reasonable efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than that Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent representing a majority of the Sponsor Investor. Any Potential Participant’s Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to participate in an Underwritten Block Trade shall be binding on facilitate preparation of the Potential Participantregistration statement, prospectus and other offering documentation related to the underwritten block trade. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (ivv) The Company willCorporation shall, at the request of Holders representing a majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and remains once effective, the Sponsor Investors will Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Commission as soon as practicable after the later to occur of (i) the expiration of the Lock-Up Period (as defined below) and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Equity Owners Parties may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Equity Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If , so long as the Sponsor Investors desire Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Original Equity Owner shall have the right at any time and from time to time to elect to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Original Equity Owner. The applicable Holders shall make such election by delivering to the Company Corporation a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As In the case of an Underwritten Takedown, as promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. The Corporation, subject to Section 2(e) and Section 9 hereof, shall include in such Shelf Registration Statement and are otherwise permitted Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to sell the Corporation for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within five Business Days after the receipt of in such the Shelf OfferingOffering Notice. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company willCorporation shall, as expeditiously as possible (and in any event within fourteen (14) days ten Business Days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If Notwithstanding the Sponsor Investors desire foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if an Original Equity Owner wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Holders only need to notify the Company Corporation of the Underwritten Block Trade not less than block trade Shelf Offering two (2) Business Days prior to the day such offering is first anticipated to commence. If requested commence (unless a longer period is agreed to by Holders representing a Majority of the Sponsor Investors, Registrable Securities wishing to engage in the Company will underwritten block trade) and the Corporation shall promptly notify other Holders of such Underwritten Block Trade and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. i.e., one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), Holders representing a Majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than that Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent representing a Majority of the Sponsor Investor. Any Potential Participant’s Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to participate in an Underwritten Block Trade shall be binding on facilitate preparation of the Potential Participantregistration statement, prospectus and other offering documentation related to the underwritten block trade. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (ivv) The Company willCorporation shall, at the request of Holders representing a Majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (ia) For Following the twelve (12) month anniversary of the date hereof (and not at any point prior thereto), upon written request received from Spectrum by the Company (the “Shelf Registration Request”), so long as a registration statement there are Registrable Securities outstanding, the Company shall use its commercially reasonable efforts to have and maintain an effective Registration Statement for a Shelf Registration covering the resale of all of the Registrable Securities requested to be included by Spectrum, on a delayed or continuous basis (a the “Shelf Registration Statement”) is and remains effective). In furtherance of such obligation, the Sponsor Investors will have Company shall use its commercially reasonable efforts to file with the right at any time SEC an initial Shelf Registration Statement as promptly as practicable on or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver prior to the thirtieth (30th) day following the receipt of such Shelf Registration Request. The Company a shall give written notice of the filing of any Shelf Registration Statement at the earliest practicable time (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later less than two fifteen (215) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of days prior to filing such Shelf Offering Notice Registration Statement) to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders Spectrum and shall include in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf all Registrable Securities such Holder desires of Spectrum requested to be disposed of in such Shelf Offeringincluded. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best commercially reasonable efforts to cause any the initial Shelf Offering Registration Statement to occur become effective on or prior to the ninetieth (90th) day after the Registration Statement is filed with the SEC and shall use its commercially reasonable efforts to maintain the effectiveness of such Shelf Registration Statement in accordance with the terms hereof until Spectrum no longer holds any Registrable Securities (such determinations as promptly as practicableperiod of effectiveness, the “Shelf Period”). (ivb) If on the date of the Shelf Registration Request the Company is a WKSI, then the Shelf Registration Request may request registration of an unspecified amount of Registrable Securities; and if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered, provided such amount is reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission). The Company will, shall provide to Spectrum the information necessary to determine the Company’s status as a WKSI upon request. (c) Spectrum may withdraw its Registrable Securities from such Shelf Registration at any time prior to the request effectiveness of the Sponsor Investorsregistration statement applicable to such Shelf Registration. Upon receipt of such notice, file any prospectus supplement the Company shall cease all efforts to secure effectiveness of the applicable registration statement, and Spectrum shall pay or any post-effective amendments and otherwise take any action necessary to include therein reimburse the Company for all disclosure and language deemed necessary or advisable Registration Expenses incurred by the Sponsor Investors to effect Company in connection with such Shelf OfferingRegistration.

Shelf Registrations. (i) For so long Subject to the availability of required financial information and the Company’s ability to use Form S-3 or any similar short-form registration statement, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and remains once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. (ii) In the event that a Shelf Registration Statement is effective, the holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If , so long as the Sponsor Investors desire to sell Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith; provided, that the estimated market value of the Registrable Securities pursuant to an underwritten offering, then be sold in any Underwritten Takedown is at least $10 million in the Sponsor Investors may deliver aggregate. The holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days business days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities. The Company, subject to Sections 1(e) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eHolder) and Section 7, will include in such within seven days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the holders of a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If Notwithstanding the Sponsor Investors desire foregoing, if the Holders of a majority of the Registrable Securities wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Holders only need to notify the Company of the Underwritten Block Trade not less than two (2) Business Days block trade Shelf Offering five business days prior to the day such offering is first anticipated to commence. If requested commence (unless a longer period is agreed to by the Sponsor Investors, Holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall promptly notify other Holders of such Underwritten Block Trade Registrable Securities and such notified other Holders (each, a “Potential Participant”) may of Registrable Securities must elect whether or not to participate no later than by the next Business Day business day (i.e. one (1) Business Day business day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), Holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days three business days after the date it commences); provided further that, notwithstanding that the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent a majority of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company Registrable Securities shall use its reasonable best efforts to cause any Shelf Offering work with the Company and the underwriters prior to occur making such request in accordance with such determinations as promptly as practicableorder to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. (iv) The Company willshall, at the request of the Sponsor InvestorsHolders of a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors Holders of a majority of the Registrable Securities to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investorsunderwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.02, the Company will promptly notify shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other Holders terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such Underwritten Block Trade underwriting agreement and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior shall give consideration to the day reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such offering is to commenceunderwriting agreement, which underwriting agreement shall (i) (unless a longer period is agreed to by the Sponsor Investors)contain such representations and warranties by, and the other agreements on the part of, the Company will to and for the benefit of such Participating Holders as expeditiously as possible use its best efforts are customarily made by issuers to facilitate selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such Underwritten Block Trade underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (which may close as early as two (2) Business Days after but not such Participating Holder’s knowledge about the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(iCompany), no Holder (other than Holders of Sponsor Investor such Participating Holder’s title to the Registrable Securities) will be permitted , such Participating Holder’s authority to participate in an Underwritten Block Trade without sell the written consent Registrable Securities, such Participating Holder’s intended method of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as distribution, absence of liens with respect to the timingRegistrable Securities, mannerreceipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investorsrule or regulation, and the Company shall use its best efforts to cause any Shelf Offering to occur aggregate amount of the liability of such Participating Holder in accordance connection with such determinations as promptly as practicable. underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (ivbut before any taxes and expenses which may be payable by such Participating Holder) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect from such Shelf Underwritten Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and remains once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, unless SunEdison instructs the Company otherwise in writing, prior to expiration of the Holdback Period, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities held by or issuable to SunEdison or its Affiliates in accordance with the terms of the Exchange Agreement (or such other number of Registrable Securities specified in writing by SunEdison or its Affiliates) to enable such Shelf Registration Statement to be filed with the Securities and Exchange Commission as soon as practicable after the expiration of the Holdback Period. (ii) In the event that a Shelf Registration Statement is effective, the holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. If The holders of a majority of the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver covered by such Shelf Registration Statement shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities. The Company, subject to Sections 2(e) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eHolder) and Section 7, will include in such within seven days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the holders of a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If Notwithstanding the Sponsor Investors desire foregoing, if the holders of a majority of the Registrable Securities wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Holders only need to notify the Company of the Underwritten Block Trade not less than block trade Shelf Offering two (2) Business Days prior to the day such offering is first anticipated to commence. If requested commence (unless a longer period is agreed to by the Sponsor Investors, holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall promptly notify other Holders holders of such Underwritten Block Trade Registrable Securities and such notified Holders (each, a “Potential Participant”) may other holders of Registrable Securities must elect whether or not to participate no later than by the next Business Day (i.e. i.e., one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) three Business Days after the date it commences); provided further that, notwithstanding that the provisions holders of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent a majority of the Sponsor Investor. Any Potential Participant’s Registrable Securities shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to participate in an Underwritten Block Trade shall be binding on facilitate preparation of the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering registration statement, prospectus and as other offering documentation related to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicableunderwritten block trade. (iv) The Company willshall, at the request of the Sponsor Investorsholders of a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors holders of a majority of the Registrable Securities to effect such Shelf Offering.

Shelf Registrations. (i) For If the Initiating Shelf Take-Down Holder so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effectiverequests, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If shall be in the Sponsor Investors desire to sell Registrable Securities pursuant to form of an underwritten offering, then and such Initiating Shelf Take-Down Holder shall have the Sponsor Investors may deliver right to select the Company a written notice (a “Shelf Offering Notice”) specifying managing underwriter or underwriters to administer the number offering. In the case of Shelf an underwritten offering under Section 3.1, the price, underwriting discount and other financial terms for the Registrable Securities that shall be determined by the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Initiating Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf OfferingTake-Down Holder. (ii) If the Sponsor Investors desire to engage managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement Take-Down advise the Board in writing that, in its or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i)their opinion, the Sponsor Investors may notify number of securities requested to be included in such Shelf Take-Down exceeds the Company number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the Underwritten Block Trade not less than two (2) Business Days prior to securities offered or the day such offering is first anticipated to commence. If requested by market for the Sponsor Investorssecurities offered, the Company will promptly notify other securities to be included in such Shelf Take-Down (i) first, shall be allocated pro rata among the Participating Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted that have requested to participate in an Underwritten Block Trade without such Shelf Take-Down based on the written consent relative number of Registrable Securities requested by each Participating Holder to be included in such Shelf Take-Down and (ii) second, and only if all the securities referred to in clause (i) have been included in such Shelf Take-Down, the number of securities that the Company proposes to include in such Shelf Take-Down that, in the opinion of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall managing underwriter or underwriters, can be binding on the Potential Participantsold without having such adverse effect. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined If requested by the Sponsor Investorsunderwriters for any underwritten offering requested by an Initiating Shelf Take-Down Holder under Section 3.1, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance enter into an underwriting agreement with such determinations as promptly as practicable. (iv) The Company willunderwriters for such offering, at such agreement to be reasonably satisfactory in substance and form to the request of Company, the Sponsor InvestorsInitiating Shelf Take-Down Holder and the underwriters, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure contain such representations and language deemed necessary or advisable warranties by the Sponsor Investors to effect Company and such Shelf Offeringother terms as are generally prevailing in agreements of that type, including customary indemnities.

Shelf Registrations. (i) For so long as Subject to the other applicable provisions of this Agreement, the Company shall prepare and file within 120 days after the date hereof a registration statement covering the sale or distribution from time to time by any Investor holding Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities issued on the date hereof on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the holders), including through the filing of a post-effective amendment to the Company's previously filed Form S-1 (the "Resale Shelf Registration Statement") and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof (and in any event within 180 days after the date hereof). (ii) Subject to the availability of required financial information and the Company's ability to use Form S-3 or any similar short-form registration statement, as promptly as practicable after the Company receives written notice of a request for any subsequent Shelf Registration, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “"Subsequent Shelf Registration Statement”) is ", and remains together with the Resale Shelf Registration Statement, a "Shelf Registration Statement"). The Company shall use commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the latest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. (iii) In the event that a Shelf Registration Statement is effective, each Investor shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“"Shelf Registrable Securities”"), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver Such Investor shall make such election by delivering to the Company a written notice request (a “"Shelf Offering Notice”Request") for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “"Shelf Offering”"); provided that the Company shall not be obligated to effect any such Shelf Offering pursuant to this Section 2(a)(iii) if the holders of Registrable Securities, together with the holders of any other equity securities of the Company entitled to inclusion in such Shelf Offering, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000. As promptly as practicable, but in no event later than two (2) Business Days 5 business days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the "Shelf Offering Notice") of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders (if any). The Company, subject to Sections 2(c) and 8 hereof, shall include in such Shelf Registration Statement and are otherwise permitted Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities (if any) that shall have made a written request to sell the Company for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eHolder) and Section 7, will include in such within seven days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 10 days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the Investor that made the Shelf Offering Request), use its best commercially reasonable efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiv) If Notwithstanding the Sponsor Investors desire foregoing, if any Investor wishes to engage in an underwritten block trade or bought deal pursuant to a off of such Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Investor only need to notify the Company of the Underwritten Block Trade not less than block trade Shelf Offering two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day business days prior to the day such offering is to commence) commence (unless a longer period is agreed to by such Investor wishing to engage in the Sponsor Investors)underwritten block trade) and no other notice to the other holders of Registrable Securities shall be required, and the Company will shall as expeditiously as possible use its best commercially reasonable efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days three business days after the date it commences); provided further that, notwithstanding that such Investor shall use commercially reasonable efforts to work with the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted Company and the underwriters prior to participate making such request in an Underwritten Block Trade without the written consent order to facilitate preparation of the Sponsor Investor. Any Potential Participant’s request registration statement, prospectus and other offering documentation related to participate in an Underwritten Block Trade shall be binding on the Potential Participantunderwritten block trade. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (ivv) The Company willshall, at the request of the Sponsor Investorsholders of a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors holders of a majority of the Registrable Securities to effect such Shelf Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Partnership receives written notice of a request for a Shelf Registration, the Partnership shall file with the SEC a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Partnership shall use its best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and remains once effective, the Partnership shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold under the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. (ii) In the event that a Shelf Registration Statement is effective, each Sponsor Investors will that holds Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to in an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to under such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Partnership shall pay all Registration Expenses in connection therewith. If the Each Sponsor Investors desire to sell that holds Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver covered by such Shelf Registration Statement shall make such election by delivering to the Company Partnership a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the such Sponsor Investors desire desires to sell pursuant to in such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will Partnership shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities. The Partnership, subject to Sections 2(e) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Partnership for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Holder) within seven days after the receipt of the Shelf OfferingOffering Notice. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company willPartnership shall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the Sponsor holding a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Partnership until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If Notwithstanding the foregoing, if a Sponsor Investors desire wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the such Sponsor Investors may only needs to notify the Company Partnership of the Underwritten Block Trade not less than block trade Shelf Offering two (2) Business Days prior to before the day such offering is first anticipated to commence. If requested commence (unless a longer period is agreed to by such Sponsor) and the Sponsor Investors, the Company will Partnership shall promptly notify other Holders of such Underwritten Block Trade and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. i.e., one (1) Business Day prior to before the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), such Sponsor) and the Company will Partnership shall as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) three Business Days after the date it commences); provided further that, notwithstanding that such Sponsor shall use commercially reasonable efforts to work with the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted Partnership and the underwriters before making such request in order to participate in an Underwritten Block Trade without the written consent facilitate preparation of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering registration statement, prospectus and as other offering documentation related to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicableunderwritten block trade. (iv) The Company willPartnership shall, at the request of the a Sponsor Investorsholding Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the such Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (ia) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is At any time on or after the first anniversary of the Closing Date, and remains effectivebefore the tenth anniversary of the Closing Date, the Sponsor Investors will have Holder or Holders of thirty (30) percent or more of the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available may (by written notice to the Company) require registration of all or any portion of such Registrable Securities for sale pursuant to such registration statement (“Shelf Registrable Securities”)in open market transactions or negotiated block trades. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Within ten Business Days after its receipt of a Shelf Offering Noticesuch notice, the Company will shall give written notice of such Shelf Offering Notice request to all other Holders, and all such Holders of Shelf shall have the right to have any or all Registrable Securities that have been identified owned by them included in the requested registration as selling stockholders they shall specify in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such a written notice shall request that each such Holder specify, received by the Company within seven (7) days ten Business Days after the Company’s receipt 's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the requested registration of the Shelf Offering Notice, the maximum aggregate number of Shelf Registrable Securities such Holder desires proposed to be disposed of included by all Holders in such Shelf Offering. The Company, subject this registration. (b) If any request for registration shall have been made pursuant to Section 1(esubsection (a) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company willshall prepare and file a Registration Statement with the SEC as promptly as reasonably practicable, as expeditiously as possible (and but in any event within fourteen (14) 45 days after the receipt expiration of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offeringthe ten Business Day period within which the Holders may request inclusion in the registration. (iic) The Company shall have no obligation to file a Registration Statement pursuant to this Section earlier than 180 days after the effective date of any earlier Registration Statement filed pursuant to this Section. (d) The Holders of a majority of Registrable Securities requested to be included in any registration pursuant to this Section may elect by written notice to the Company not to proceed with such registration, in which case the Company will not be obligated to proceed therewith. If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i)Holders so elect, the Sponsor Investors may notify Holders that shall have requested Registrable Securities to be included in the registration shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (e) No registration of Registrable Securities under this Section shall relieve the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors obligation to effect such Shelf Offeringregistrations of Registrable Securities under Sections 2 and 4.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any of the Sponsor Investors Parent Investors, the Requisite Institutional Holders, the Permira Investor and/or the Warburg Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering, provided that the aggregate anticipated offering price of each underwritten offering is expected to be at least $50,000,000 of (or, if less, all of such Holder(s)’ and its respective affiliates’)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If any of the Sponsor Investors Parent Investors, the Requisite Institutional Holders, Permira Investor and/or Warburg Investor desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may such holders shall deliver to the Company Corporation a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors such holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two five (25) Business Days after receipt of a Shelf Offering Notice, the Company Corporation will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The CompanyCorporation, subject to Section 1(e1(d) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company Corporation has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within three (3) Business Days after the receipt of the Shelf Offering Notice. The Company Corporation will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e1(d), use its reasonable best efforts to consummate such Shelf Offering. (ii) If Notwithstanding the Sponsor Investors desire foregoing, if any of the Parent Investors, the Requisite Institutional Holders, the Permira Investor and/or the Warburg Investor wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then then, notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Initiating Holders only needs to notify the Company Corporation of the Underwritten Block Trade not less than block trade Shelf Offering two (2) Business Days prior to the day such offering is first anticipated to commence. If requested commence (unless a longer period is agreed to by the Sponsor InvestorsInitiating Holders wishing to engage in the underwritten block trade) and the Corporation shall promptly notify the other Institutional Holders, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders Parent Investor, the Permira Investor or the Warburg Investor, as applicable (each, a “Potential Participant”) may and such Potential Participants must elect whether or not to participate no later than by the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by such Initiating Holders wishing to engage in the Sponsor Investors), underwritten block trade) and the Company will Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days after the date it commences); provided further provided, however, that such Initiating Holders shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade; provided, further, that, notwithstanding anything herein to the provisions contrary, on and following the later of Section 1(d)(i(i) the three-year anniversary of the Initial Public Offering and (ii) the date upon which the holders of Registrable Securities and their Affiliates collectively own less than 30% of the outstanding shares of Common Stock (after giving effect to the exchange and/or conversion of any shares of Class B Common Stock, Class C Common Stock, Class D Common Stock and/or Units), without the consent of the Initiating Holder of an underwritten block trade, no notice shall be given to any other Holder of such underwritten block trade, no Holder other than the Initiating Holder shall have the right to participate in such underwritten block trade, the Holders shall not be subject to Sections 3(a) or (b) in connection with such underwritten block trade (other than Holders of Sponsor Investor Registrable Securitiesthe Holder(s) will participating in such underwritten block trade) and the Company shall not be permitted subject to participate Section 3(c) in an Underwritten Block Trade without connection with such underwritten block trade to the written consent extent the Company’s participation in a public offering or distribution is necessary or desirable to effectuate the rights of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential ParticipantHolders herein. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d1(i) shall be determined determined, except as otherwise set forth in this Agreement, by the Sponsor InvestorsInitiating Holders, and the Company Corporation shall use its reasonable best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors Majority Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors Majority Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may they shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate facilitate such Shelf Offering. (ii) If the Sponsor Investors desire Majority Holders wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may such Majority Holders will notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor InvestorsMajority Holders, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsMajority Holders), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorMajority Holders. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsMajority Holders, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsMajority Holders, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors Majority Holders to effect such Shelf Offering.

Shelf Registrations. 3.1.1 Up to and until such time as CQP both (ia) For so long qualifies as a registration statement for a Shelf Registration “well-known seasoned issuer” as such term is defined in Rule 405 under the Securities Act (a “WKSI”) and (b) has filed an automatic shelf Registration Statement using Form S-3 or any comparable or successor form or forms or any similar short-form registration (the “Automatic Shelf Registration Statement”) is and remains ), which has been declared effective, the Sponsor Investors will have the right at any time or from time to time to elect and which each Investor and each Company Holder may use to sell pursuant to an offering (including an underwritten offering any or all Registrable Securities available for sale pursuant to owned by such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offeringInvestor or such Company Holder, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company CQP shall use its best efforts to cause undertake the acts described in this Section 3.1. After such time as CQP is qualified as a WKSI, and only so long as (x) the Automatic Shelf Registration Statement remains effective and (y) each Investor and each Company Holder may continue to use the Automatic Shelf Registration Statement to sell any or all Registrable Securities owned by such Investor or such Company Holder, where anything in this Section 3.1 requires that CQP take any actions, CQP shall use its reasonable best efforts to undertake the acts described below in this Section 3.1. 3.1.2 If eligible, CQP shall file an Automatic Shelf Registration Statement for the then-outstanding Common Units issued upon conversion of Class B Units and the Conversion Units, and the sale of such Common Units on a continuous or delayed basis, and with a plan of distribution limited to firm commitment underwritings pursuant to Rule 415 under the Securities Act upon or immediately after the occurrence of any event that would give a holder of Class B Units the right to optional conversion of such Class B Units to Common Units pursuant to the CQP Partnership Agreement. 3.1.3 Promptly after the initial Actual Conversion Date in which Common Units with a fair market value of at least $100 million are or have been received upon conversion of the Class B Units, if (i) an Automatic Registration Statement previously filed by CQP prior to the Actual Conversion Date has been declared effective and (ii) each Investor and each Company Holder has been able to use such Automatic Registration Statement to sell any or all Registrable Securities owned by such Investor or such Company Holder, CQP shall file a Registration Statement using Form S-3 or any comparable or successor form or forms or any similar short form registration (the “Traditional Shelf Registration Statement”; and together with the Automatic Shelf Registration Statement, the “Shelf Registration Statements”) for the sale of such Registrable Securities on a continuous or delayed basis and without limitation as to methods of distribution pursuant to Rule 415 under the Securities Act from and after the initial Actual Conversion Date. 3.1.4 Upon filing any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company Registration Statement, CQP will, at if applicable, (i) cause such Traditional Shelf Registration Statement to be declared effective as soon as practicable (the request “Filing Date”), (ii) keep such Shelf Registration Statement effective with the SEC until all Registrable Securities covered by such Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement or until there are no longer any Registrable Securities outstanding (the “Effectiveness Period”), provided that after the initial Actual Conversion Date, so long as the Traditional Shelf Registration Statement is then effective and includes all Registrable Securities, CQP may elect to file an application for the withdrawal of an Automatic Shelf Registration Statement filed prior to the initial Actual Conversion Date and (iii) add additional Registrable Securities as Class B Units become Conversion Units. Except as otherwise provided in this Section 3.1 or in Section 3.6, any Shelf Registration Statement shall be re-filed upon its expiration, and CQP shall cooperate in any shelf take-down by amending or supplementing the prospectus related to such Shelf Registration Statement as may be reasonably requested by a Participating Investor or as otherwise required. Each Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Sponsor InvestorsSecurities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, file in the case of any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect contained in such Shelf OfferingRegistration Statement, in the light of the circumstances under which such statements are made). As soon as practicable following the date that such Shelf Registration Statement becomes effective, but in any event within three (3) Business Days of such date, CQP shall provide the Participating Investors with written Notice of the effectiveness of the Shelf Registration Statement.

Shelf Registrations. (i) For If the Initiating Shelf Take-Down Holder so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effectiverequests, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If shall be in the Sponsor Investors desire to sell Registrable Securities pursuant to form of an underwritten offering, then and such Initiating Shelf Take-Down Holder shall have the Sponsor Investors may deliver right to select the Company a written notice (a “Shelf Offering Notice”) specifying managing underwriter or underwriters to administer the number offering. In the case of Shelf an underwritten offering under Section 5.1, the price, underwriting discount and other financial terms for the Registrable Securities that shall be determined by the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Initiating Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf OfferingTake-Down Holder. (ii) If the Sponsor Investors desire to engage managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement Take-Down advise the Board in writing that, in its or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i)their opinion, the Sponsor Investors may notify number of securities requested to be included in such Shelf Take-Down exceeds the Company number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the Underwritten Block Trade not less than two (2) Business Days prior to securities offered or the day such offering is first anticipated to commence. If requested by market for the Sponsor Investorssecurities offered, the Company will promptly notify other securities to be included in such Shelf Take-Down (i) first, shall be allocated pro rata among the Participating Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted that have requested to participate in an Underwritten Block Trade without such Shelf Take-Down based on the written consent relative number of Registrable Securities requested by each Participating Holder to be included in such Shelf Take-Down and (ii) second, and only if all the securities referred to in clause (i) have been included in such Shelf Take-Down, the number of securities that the Company proposes to include in such Shelf Take-Down that, in the opinion of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall managing underwriter or underwriters, can be binding on the Potential Participantsold without having such adverse effect. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined If requested by the Sponsor Investorsunderwriters for any underwritten offering requested by an Initiating Shelf Take-Down Holder under Section 5.1, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance enter into an underwriting agreement with such determinations as promptly as practicable. (iv) The Company willunderwriters for such offering, at such agreement to be reasonably satisfactory in substance and form to the request of Company, the Sponsor InvestorsInitiating Shelf Take-Down Holder and the underwriters, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure contain such representations and language deemed necessary or advisable warranties by the Sponsor Investors to effect Company and such Shelf Offeringother terms as are generally prevailing in agreements of that type, including customary indemnities.

Shelf Registrations. (ia) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is At any time on or after November 5, 1998, and remains effectivebefore the fifth anniversary of the Closing Date, the Sponsor Investors will have the right at any time Holder or from time to time to elect to sell pursuant to an offering (including an underwritten offering Holders of 100,000 or more shares of Registrable Securities available may (by written notice to the Company) require registration of all or any portion of such Registrable Securities for sale pursuant through broker-dealers, through agents or directly to one or more purchasers in one or more transactions in the over-the-counter market, through writing of options or otherwise effected at market prices prevailing at the time of sale, at prices related to such registration statement (“Shelf Registrable Securities”)prevailing prices, at negotiated prices or at fixed prices. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Within ten Business Days after its receipt of a Shelf Offering Noticesuch notice, the Company will shall give written notice of such Shelf Offering Notice request to all other Holders, and all such Holders of Shelf shall have the right to have any or all Registrable Securities that have been identified owned by them included in the requested registration as selling stockholders they shall specify in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such a written notice shall request that each such Holder specify, received by the Company within seven (7) days ten Business Days after the Company’s receipt 's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the requested registration of the Shelf Offering Noticeaggregate number of Registrable Securities proposed to be included by all Holders in this registration. (b) If any request for registration shall have been made pursuant to subsection (a), the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The CompanyCompany shall prepare and file a Registration Statement with the SEC as promptly as reasonably practicable, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and but in any event within fourteen (14) thirty days after the receipt expiration of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offeringthe ten Business Day period within which Holders may request inclusion in the registration. (iic) If the Sponsor Investors desire The Company shall not have any obligation under this Section to engage in an underwritten block trade or bought deal file a Registration Statement with respect to fewer than 100,000 shares of Registrable Securities. (d) The Company shall have no obligation to file a Registration Statement pursuant to a Shelf this Section earlier than 180 days after the effective date of any earlier Registration Statement filed pursuant to this Section. (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statemente) (eachThe Holders of any of Registrable Securities requested to be included in any registration pursuant to this Section may elect by written notice to the Company not to include their Registrable Securities in such registration. If they do so, an “Underwritten Block Trade”), then notwithstanding the time periods set forth Company shall be obligated to proceed with the registration only if it continues to include at least the number of shares of Registrable Securities specified in Section 1(d)(i3(a). In any such case in which the Company is not obligated to and does not proceed with the registration, the Sponsor Investors may notify Holders that shall have requested Registrable Securities to be included in the registration but shall have elected not to include their shares shall pay all Registration Expenses incurred by the Company in connection with such registration. (f) No registration of Registrable Securities under this Section shall relieve the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors obligation to effect such Shelf Offeringregistrations of Registrable Securities under Sections 2 and 4.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors Majority Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors Majority Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may they shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within fourteen twenty (1420) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate facilitate such Shelf Offering. (ii) If the Sponsor Investors desire Majority Holders wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may such Majority Holders will notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor InvestorsMajority Holders, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. i.e., one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsMajority Holders), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorMajority Holders. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsMajority Holders, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsMajority Holders, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors Majority Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, subject to the Sponsor Investors requirements in Section 1(d)(v) and Section 4(a)(iii), each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities will have the right at any time or from time to time time, subject to the applicable provisions of Section 3, to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors Holders of a majority of the LCP Registrable Securities or the Holders of a majority of the GIC Registrable Securities desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors Holders of a majority of the LCP Registrable Securities or the Holders of a majority of the GIC Registrable Securities may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) ), Section 3 and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors Holders of a majority of the LCP Registrable Securities or the Holders of a majority of the GIC Registrable Securities desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify (an “Underwritten Block Trade Notice”) the Company of the Underwritten Block Trade not less than two (2) Business Days prior to by 10:00 a.m. on the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will shall promptly notify other Holders of such Underwritten Block Trade and and, subject to the applicable provisions of Section 3, such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the noon on such day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsHolders of a majority of the LCP Registrable Securities, in the case of an Underwritten Block Trade Notice initiated by such Holders, or the Holders of a majority of the GIC Registrable Securities, in the case of an Underwritten Block Trade Notice initiated by such Holder), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor a majority of the LCP Registrable Securities and Holders of a majority of the GIC Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of Holders of a majority of the Sponsor InvestorLCP Registrable Securities, in the case of an Underwritten Block Trade Notice initiated by such Holders, or the Holders of a majority of the GIC Registrable Securities, in the case of an Underwritten Block Trade Notice initiated by such Holder. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsHolders of a majority of the LCP Registrable Securities, in the case of a Shelf Offering Notice delivered by such Holders, or the Holders of a majority of the GIC Registrable Securities, in the case of a Shelf Notice delivered by such Holders, and the Company shall use its reasonable best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsHolders of a majority of the LCP Registrable Securities or the Holders of a majority of the GIC Registrable Securities, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors such Holders to effect such Shelf Offering. (v) Subject to the terms of Section 1(f), the Company will use reasonable best efforts to keep the Shelf Registration Statement continuously effective until the date on which any and all LCP Registrable Securities and GIC 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 (the “Shelf Period”). Subject to Section 1(f), the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that could reasonably result in Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”); provided that the Holders shall, collectively, be limited to a total of one underwritten offering in any calendar year (unless the Company otherwise agrees to effect an additional underwritten offering during such calendar year) and the aggregate anticipated offering price of each underwritten offering is at least $75,000,000 (it being understood, for the avoidance of doubt, any Underwritten Block Trade shall not be considered un underwritten offering for the purposes of this Section 1(d)(i)). If the Sponsor Investors Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors Holders may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders shareholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days (unless a longer period is agreed to by the requesting Holder) after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors Holders desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors Holders may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investorsrequesting Holders), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsHolders, and the Company shall use its reasonable best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsHolders, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and remains once effective, the Sponsor Investors will Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Equity Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original Equity Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Equity Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement. (ii) In the event that a Shelf Registration Statement is effective, Holders representing the Registrable Securities with a market value of at least $10 million shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If , so long as the Sponsor Investors desire Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell Registrable Securities pursuant to an underwritten offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder so long as the anticipated aggregate offering price of the Registrable Securities to be sold in such offering, then the Sponsor Investors may deliver net of underwriting discounts and commissions, is reasonably expected to exceed $10 million. The applicable Holders shall make such election by delivering to the Company Corporation a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As In the case of an Underwritten Takedown, as promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. The Corporation, subject to Sections 2(e) and 8 hereof, shall include in such Shelf Registration Statement and are otherwise permitted Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to sell the Corporation for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within five days after the receipt of in such the Shelf OfferingOffering Notice. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company willCorporation shall, as expeditiously as possible (and in any event within fourteen (14) days ten Business Days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the Holders representing a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If Notwithstanding the Sponsor Investors desire foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Holders only need to notify the Company Corporation of the Underwritten Block Trade not less than two (2) block trade Shelf Offering three Business Days prior to the day such offering is first anticipated to commence. If requested commence (unless a longer period is agreed to by Holders representing a majority of the Sponsor Investors, Registrable Securities wishing to engage in the Company will underwritten block trade) and the Corporation shall promptly notify other Holders of such Underwritten Block Trade and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. one (1) i.e., two Business Day Days prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), Holders representing a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) three Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than that Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent representing a majority of the Sponsor Investor. Any Potential Participant’s Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to participate in an Underwritten Block Trade shall be binding on facilitate preparation of the Potential Participantregistration statement, prospectus and other offering documentation related to the underwritten block trade. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (ivv) The Company willCorporation shall, at the request of Holders representing a majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (ia) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at At any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If after the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then one year anniversary of the Sponsor Investors may deliver to consummation by the Company of the Initial Public Offering, upon receipt of a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering request (the “Shelf OfferingRequest”) from the DCP Investor, the Golden Gate Investor or any CCCS Holder that the Company file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration”) on Form S-3 (or any successor form to Form S-3, or any similar short-form registration statement). As promptly , covering the resale of Registrable Securities, the reasonably anticipated gross proceeds from all resales covered thereunder of which would exceed $40 million, the Company shall use its reasonable best efforts consistent with the terms of this Agreement to (i) cause the Shelf Registration to be filed with the SEC as practicable, soon as practicable (but in no event later than two (2) Business Days after 30 days of its receipt of a the Shelf Offering NoticeRequest) and to include all Registrable Securities held by such Requesting Shareholder to be registered on such form, and (ii) cause such Shelf Registration to be declared effective by the SEC as soon as possible. As soon as reasonably practicable after the Initial Public Offering, the Company will give written notice use its reasonable best efforts, consistent with the terms of such this Agreement, to qualify for and remain eligible to use Form S-3 registration or a similar short-form registration. The provisions of Section 5.5 shall be applicable to each Shelf Offering Notice to all other Holders Registration initiated under this Section 5.3 and any subsequent resale of Shelf Registrable Securities pursuant thereto; provided, that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offeringgross proceeds therefrom equal at least $40 million. (iib) If the Sponsor Investors desire In connection with any proposed underwritten resale of Registrable Securities which is not pursuant to engage in a Demand Registration under Section 5.1 (an underwritten block trade or bought deal “Underwritten Shelf Takedown”) pursuant to a Shelf Registration Statement (either through filing Registration, each of the DCP Investor and the Golden Gate Investor, as applicable, agrees, in an Automatic effort to conduct any such Underwritten Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (eachTakedown in the most efficient and organized manner, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify to coordinate with the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, initiating any sales efforts and cooperate with the Company will promptly notify other Holders as to the terms and consummation of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential ParticipantShelf Takedown. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a registration statement request for a Shelf Registration (a “Shelf Registration Request”) and the expiration of the Shelf Registration Participation Deadline (as defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) is of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and remains 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within two Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Notwithstanding anything to the contrary in Section 2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities with a market value of at least $50 million (or such lesser amount if all Registrable Securities available for sale pursuant to such registration statement held by a Controlling Holder are requested to be included) shall have the right at any time or from time to time to elect to offer and sell (including pursuant to an underwritten offering (including an underwritten offering “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains effective, and the Company shall pay all Registration Expenses in connection therewith. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver The applicable Holders shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration Statement Offering (and are otherwise permitted in all related registrations and qualifications under state blue sky laws and in any related underwriting) the Shelf Registrable Securities of any other Holder that shall have made a written request to sell the Company for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within two Business Days after the receipt of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 10 days after the receipt of a Shelf Offering Notice)Request, but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsHolders representing a majority of the Registrable Securities that made the Shelf Offering Request), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential ParticipantShelf Offering. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company willshall, at the request of Holders representing a majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. At any time when the Company is permitted pursuant to the Securities Act to effect a Shelf Registration on Form F-4 (i) For so long or similar short-form registration that may be available at such time), CMB may request, pursuant to its Demand Registration, that the Company effect the Demand Registration as a registration statement for Shelf Registration. Notwithstanding anything else in this Agreement, CMB may not require the Company to effect more than one Shelf Registration with respect to CMB’s Registrable Securities. CMB shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company (“Shelf Takedown Notice”) stating that CMB intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable SecuritiesTakedown”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to ; provided that the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire shall not be required to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later effect more than two (2) Business Days after receipt Shelf Takedowns in any consecutive 12-month period. Each Shelf Takedown Notice shall specify the amount and type of a Registrable Securities to be offered and sold in the Shelf Offering NoticeTakedown and the intended method of distribution thereof. As soon as practicable thereafter, but not more than thirty (30) days thereafter, the Company will give written notice shall take all actions reasonably required to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. CMB shall have the right to demand as part of its Shelf Takedown Notice an offering in the form of an Underwritten Offering, provided that the aggregate offering price for any such offering is at least $75,000,000 in the aggregate (or, if less, all of CMB’s Registrable Securities). The Company shall, within ten (10) days of the Company’s receipt from CMB of such Shelf Offering Takedown Notice to that includes a written demand for an Underwritten Offering, notify, in writing, all other Holders of Shelf Registrable Securities that have been identified as selling stockholders included in the Shelf Registration and such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to a Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that Takedown (each such Holder specifyHolder, an “Underwritten Shelf Offering Requesting Holder”) shall so notify the Company, in writing, within seven five (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (145) days after the receipt by such Holder of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down notice from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify Company. Upon receipt by the Company of any such written notification from an Underwritten Shelf Offering Requesting Holder, such Holder shall be entitled to have its Registrable Securities included in the Underwritten Block Trade not less than two (2) Business Days prior Offering pursuant to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential ParticipantShelf Takedown. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. After the consummation of an IPO or a Listing (ishould either one occur), the Company shall use reasonable commercial efforts to qualify and remain qualified to register common equity securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or any successor form, Arch shall have the right to request that the Company file promptly (and, in any event, within 45 days of such request) For so long as a “shelf” registration statement providing for the registration of, and the sale on a Shelf Registration continuous or delayed basis of, the Registrable Securities of Arch and the other Shareholders pursuant to Rule 415 of the Securities Act or otherwise (a “Shelf Registration Statement”) is and remains effective). Upon filing any Shelf Registration Statement, the Sponsor Investors will have Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable, keep such Shelf Registration Statement effective with the right SEC at all times, re−file such Shelf Registration Statement upon its expiration, and cooperate in any time shelf take−down, whether or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant not underwritten, by amending or supplementing the Prospectus related to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offeringRegistration Statement as may be reasonably requested by Arch or as otherwise required, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf until such time as all Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders could be sold in such Shelf Registration Statement and have been sold or are otherwise permitted no longer outstanding. At any time that a Shelf Registration Statement covering Registrable Securities is effective, Arch may deliver a notice to sell in the Company (a “Take−Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Underwritten Offering”); provided that Arch may deliver a maximum of three such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after Take-Down Notices. Upon the Company’s receipt of the Shelf Offering a Take-Down Notice, the maximum number of Shelf Registrable Securities Company shall promptly deliver such Holder desires Take−Down Notice to be disposed of in all other holders included on such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic and permit each holder to include its Registrable Securities included on the Shelf Registration Statement or through a take-down from an already existing in the Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify Offering if such holder notifies the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) within 5 Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent delivery of the Sponsor InvestorTake−Down Notice to such holder. Any Potential Participant’s request Arch shall select the investment banking firm or firms to participate act as the managing underwriter or underwriters in an connection with a Shelf Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a registration statement request for a Shelf Registration from holders of at least a majority of the Registrable Securities, the Company shall prepare and file with the SEC, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders of all of the Registrable Securities held by the Holders (a the “Shelf Registration Statement”). The Shelf Registration Statement shall be on Form S-3 or Form F-3 (if the Company is eligible to use Form S-3 or Form F-3) or another appropriate form permitting registration of such Registrable Securities for resale by such Holders. The Company shall use reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as soon as possible after filing, and once effective, to keep the Shelf Registration Statement continuously effective under the Securities Act at all times for such time period as is specified in such request, or until the expiration of the Effectiveness Period, whichever is earlier. (ii) Notwithstanding the foregoing, unless the Holders of a majority of the Registrable Securities otherwise instruct the Company in writing, subject to the availability of required financial information, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities (or such other number of Registrable Securities specified in writing by the Holders of a majority of the Registrable Securities) and remains use its reasonable best efforts to file such Shelf Registration Statement with the SEC as soon as practicable following the Closing Date (as defined in the Merger Agreement) but in any event no later than the expiration of the Lock-Up Period. (b) A Shelf Registration Statement shall be on Form S-3 or Form F-3 (if the Company is eligible to use Form S-3 or Form F-3) or another appropriate form permitting registration of such Registrable Securities for resale by such Holders. The Company shall use reasonable best efforts to cause a Shelf Registration Statement to be declared effective under the Securities Act as soon as possible after filing, and once effective, to keep such Shelf Registration Statement continuously effective under the Securities Act at all times for such time period as is specified in such request, or until the expiration of the Effectiveness Period, whichever is earlier. (c) In the event that a Shelf Registration Statement is effective, the Sponsor Investors will have Holders of a majority of the right at any time or from time to time to elect to sell pursuant Registrable Securities covered by such Shelf Registration Statement shall be entitled to an unlimited number of Underwritten Takedowns, so long as the Shelf Registration Statement remains in effect; provided, that the estimated market value of the Registrable Securities to be sold in any Underwritten Takedown is at least $10,000,000 in the aggregate. The requesting Holders shall make such election by delivering to the Company a written request (a “Shelf Takedown Request”) for such offering (including an underwritten offering specifying the number of Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (the “Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors requesting Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”)Underwritten Takedown. As promptly as practicable, but in no event later than two (2) at least 10 Business Days after receipt prior to the anticipated filing date of a Shelf Offering Noticethe prospectus or prospectus supplement relating to such Underwritten Takedown, the Company will shall give written notice (the “Shelf Takedown Notice”) of such Shelf Offering Notice Takedown Request to all other Holders of Shelf Registrable Securities. The Company, subject to Sections 2.6 and 11.1 hereof, shall include in such Underwritten Takedown the Shelf Registrable Securities of any Holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Underwritten Takedown (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Holder) within seven Business Days after the receipt of the Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionTakedown Notice. The Company willshall, as expeditiously as possible possible, use its reasonable best efforts to facilitate such Underwritten Takedown, to the extent necessary to permit the disposition (and in any event within fourteen (14accordance with the intended methods thereof as aforesaid) days after of the Registrable Securities to be so offered. Each Holder agrees that such Holder shall treat as confidential the receipt of a the Shelf Offering Notice), but subject to Section 1(e), Takedown Notice and shall not disclose or use its best efforts to consummate the information contained in such Shelf OfferingTakedown Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iid) If Promptly after the Sponsor Investors desire expiration of the seven-Business Day-period referred to in Section 2.5(c), the Company will notify all Holders of Shelf Registrable Securities participating in the Underwritten Takedown of the identities of the other participating Holders and the number of shares of Registrable Securities requested to be included therein. (e) Notwithstanding the foregoing, if the Holders of a majority of the Registrable Securities wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down takedown from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Holders only need to notify the Company of the block trade Underwritten Block Trade not less than two (2) Takedown five Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, commence and the Company will promptly shall notify other Holders of such Underwritten Block Trade Registrable Securities and such notified other Holders (each, a “Potential Participant”) may of Registrable Securities must elect whether or not to participate no later than the next two Business Day (i.e. one (1) Business Day Days prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) three Business Days after the date it commences); provided further thatthat the Holders of a majority of the Registrable Securities shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, notwithstanding prospectus and other offering documentation related to the provisions underwritten block trade; provided, further, that Holders of Section 1(d)(i), no Holder Registrable Securities (other than the Company’s executive officers and directors and Holders that beneficially own 1% or more of Sponsor Investor Registrable Securitiesthe Company’s Ordinary Shares then outstanding) will shall be permitted entitled to participate in an a block trade Underwritten Block Trade without Takedown only with the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on holders of a majority of the Potential ParticipantRegistrable Securities. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (ivf) The Company willshall, at the request of the Sponsor InvestorsHolders of a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors Holders of a majority of the Registrable Securities, to effect such Shelf OfferingUnderwritten Takedown.

Shelf Registrations. (i) For so long as In the event that a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. If The holders of a majority of the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver covered by such Shelf Registration Statement shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days business days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities. The Company, subject to Section 2(f) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eholder) and Section 7, will include in such within seven days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 10 days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the holders of a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. Each holder agrees that such holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement. (ii) If Notwithstanding the Sponsor Investors desire foregoing, if the holders of a majority of the Registrable Securities covered by a Shelf Registration Statement wish to engage in an underwritten block trade or bought deal pursuant to a off of such Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such holders only need to notify the Company of the Underwritten Block Trade not less than block trade Shelf Offering two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day business days prior to the day such offering is to commence) commence (unless a longer period is agreed to by the Sponsor Investors)holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and no other notice to the other holders of Registrable Securities shall be required, and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days three business days after the date it commences); provided further that, notwithstanding that the provisions holders of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent a majority of the Sponsor Investor. Any Potential Participant’s Registrable Securities covered by the Shelf Registration Statement shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to participate in an Underwritten Block Trade shall be binding on facilitate preparation of the Potential Participantregistration statement, prospectus and other offering documentation related to the underwritten block trade. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d2(e) shall be determined by the Sponsor Investorsholders of a majority of the Registrable Securities covered by such Shelf Registration Statement, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. Any request by the Dragoneer Investors to engage in a Shelf Offering or underwritten block trade pursuant to Section 2(e)(iii) shall count for their one (1) Short-Form Registration pursuant to Section 2(a). (iv) The Company willshall, at the request of the Sponsor Investorsholders of a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors holders of a majority of the Registrable Securities to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the holders of a majority of the Sponsor Investors Investor Registrable Securities will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the holders of a majority of the Sponsor Investors Investor Registrable Securities desire to sell Registrable Securities pursuant to an underwritten offering, then the holders of a majority of the Sponsor Investors Investor Registrable Securities may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the holders of a majority of the Sponsor Investors Investor Registrable Securities desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), then the holders of a majority of the Sponsor Investors Investor Registrable Securities may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the holders of a majority of the Sponsor InvestorsInvestor Registrable Securities, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsInvestor), and the Company will as expeditiously promptly as possible reasonably practicable use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsInvestor, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors Investor to effect such Shelf Offering. (v) Subject to the terms of Section 1(f), the Company will use best efforts to keep the 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 the Shelf Registration Statement, or otherwise (the “Shelf Period”). Subject to Section 1(f), the Company shall not be deemed to have used its best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the each Sponsor Investors Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the any Sponsor Investors desire Investor desires to sell Registrable Securities pursuant to an underwritten offering, then the such Sponsor Investors Investor may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire Investor desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and or are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven three (73) days Business Days after receipt of the Company’s receipt of the Shelf Offering Noticenotice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the any Sponsor Investors desire Investor desires to engage in an underwritten block trade or trade, bought deal or overnight book build pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), such Sponsor Investor may deliver notice to the Company and to the other Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Majority Participating Sponsor Investors, the Company will promptly notify the other Holders of such Underwritten Block Trade and such notified Holders and the other Sponsor Investors (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the demanding Sponsor InvestorsInvestor), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided provided, further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Majority Participating Sponsor Investors. Other than with respect to a Sponsor Investor. Any , any Potential Participant’s request to participate in an Underwritten Block Trade shall be irrevocable and binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Majority Participating Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Majority Participating Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Majority Participating Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For If the Initiating Shelf Take-Down Holder so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effectiverequests, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If shall be in the Sponsor Investors desire to sell Registrable Securities pursuant to form of an underwritten offering, then and such Initiating Shelf Take-Down Holder shall have the Sponsor Investors may deliver right to select the Company a written notice (a “Shelf Offering Notice”) specifying managing underwriter or underwriters to administer the number offering. In the case of Shelf an underwritten offering under Section 2.3, the price, underwriting discount and other financial terms for the Registrable Securities that shall be determined by the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Initiating Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf OfferingTake-Down Holder. (ii) If the Sponsor Investors desire to engage managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement Take-Down advise the Board of Directors in writing that, in its or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i)their opinion, the Sponsor Investors may notify number of securities requested to be included in such Shelf Take-Down exceeds the Company number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the Underwritten Block Trade not less than two (2) Business Days prior to securities offered or the day such offering is first anticipated to commence. If requested by market for the Sponsor Investorssecurities offered, the Company will promptly notify other securities to be included in such Shelf Take-Down (i) first, shall be allocated pro rata among the Participating Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted that have requested to participate in an Underwritten Block Trade without such Shelf Take-Down based on the written consent relative number of Registrable Securities requested by each Participating Holder to be included in such Shelf Take-Down and (ii) second, and only if all the securities referred to in clause (i) have been included in such Shelf Take-Down, the number of securities that the Company proposes to include in such Shelf Take-Down that, in the opinion of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall managing underwriter or underwriters, can be binding on the Potential Participantsold without having such adverse effect. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined If requested by the Sponsor Investorsunderwriters for any underwritten offering requested by an Initiating Shelf Take-Down Holder under Section 2.3, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance enter into an underwriting agreement with such determinations as promptly as practicable. (iv) The Company willunderwriters for such offering, at such agreement to be reasonably satisfactory in substance and form to the request of Company, the Sponsor InvestorsInitiating Shelf Take-Down Holder and the underwriters, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure contain such representations and language deemed necessary or advisable warranties by the Sponsor Investors to effect Company and such Shelf Offeringother terms as are generally prevailing in agreements of that type, including customary indemnities.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Company shall use its best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and remains once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. (ii) In the event that a Shelf Registration Statement is effective, Holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to offer and sell (including pursuant to an underwritten offering (including an underwritten offering “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains effective, and the Company shall pay all Registration Expenses in connection therewith. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver The applicable Holders shall make such election by delivering to the Company a written notice request (a “Shelf Offering Notice”Request’) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration Statement Offering (and are otherwise permitted in all related registrations and qualifications under state blue sky laws and in any related underwriting) the Shelf Registrable Securities of any other Holder that shall have made a written request to sell the Company for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within two Business Days after the receipt of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 10 days after the receipt of a Shelf Offering Notice)Request, but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsHolders representing a majority of the Registrable Securities that made the Shelf Offering Request), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential ParticipantShelf Offering. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company willshall, at the request of Holders representing a majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors Majority Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors Majority Holders desire to sell Registrable Securities available for sale pursuant to an underwritten offering, then the Sponsor Investors may they shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate facilitate such Shelf Offering. (ii) If the Sponsor Investors desire Majority Holders wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors such Majority Holders may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor InvestorsMajority Holders, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. i.e., one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsMajority Holders), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorMajority Holders. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsMajority Holders, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsMajority Holders, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors Majority Holders to effect such Shelf Offering.

Shelf Registrations. (i) For If the Initiating Shelf Take-Down Holder so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effectiverequests, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If shall be in the Sponsor Investors desire to sell Registrable Securities pursuant to form of an underwritten offering, then and such Initiating Shelf Take-Down Holder shall have the Sponsor Investors may deliver right to select the Company a written notice (a “Shelf Offering Notice”) specifying managing underwriter or underwriters to administer the number offering. In the case of Shelf an underwritten offering under Section 2.1, the price, underwriting discount and other financial terms for the Registrable Securities that shall be determined by the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Initiating Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf OfferingTake-Down Holder. (ii) If the Sponsor Investors desire to engage managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement Take-Down advise the Board in writing that, in its or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i)their opinion, the Sponsor Investors may notify number of securities requested to be included in such Shelf Take-Down exceeds the Company number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the Underwritten Block Trade not less than two (2) Business Days prior to securities offered or the day such offering is first anticipated to commence. If requested by market for the Sponsor Investorssecurities offered, the Company will promptly notify other securities to be included in such Shelf Take-Down (i) first, shall be allocated pro rata among the Participating Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted that have requested to participate in an Underwritten Block Trade without such Shelf Take-Down based on the written consent relative number of Registrable Securities requested by each Participating Holder to be included in such Shelf Take-Down and (ii) second, and only if all the securities referred to in clause (i) have been included in such Shelf Take-Down, the number of securities that the Company proposes to include in such Shelf Take-Down that, in the opinion of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall managing underwriter or underwriters, can be binding on the Potential Participantsold without having such adverse effect. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined If requested by the Sponsor Investorsunderwriters for any underwritten offering requested by an Initiating Shelf Take-Down Holder under Section 2.1, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance enter into an underwriting agreement with such determinations as promptly as practicable. (iv) The Company willunderwriters for such offering, at such agreement to be reasonably satisfactory in substance and form to the request of Company, the Sponsor InvestorsInitiating Shelf Take-Down Holder and the underwriters, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure contain such representations and language deemed necessary or advisable warranties by the Sponsor Investors to effect Company and such Shelf Offeringother terms as are generally prevailing in agreements of that type, including customary indemnities.

Shelf Registrations. (i) For If the Initiating Shelf Take-Down Holder so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effectiverequests, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If shall be in the Sponsor Investors desire to sell Registrable Securities pursuant to form of an underwritten offering, then and such Initiating Shelf Take-Down Holder shall have the Sponsor Investors may deliver right to select the Company a written notice (a “Shelf Offering Notice”) specifying managing underwriter or underwriters to administer the number offering. In the case of Shelf an underwritten offering under Section 3.1, the price, underwriting discount and other financial terms for the Registrable Securities that shall be determined by the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Initiating Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf OfferingTake-Down Holder. (ii) If the Sponsor Investors desire to engage managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing Take-Down initiated by an Automatic Initiating Shelf Registration Statement Take-Down Holder advise the Board in writing that, in its or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i)their opinion, the Sponsor Investors may notify number of securities requested to be included in such Shelf Take-Down exceeds the Company number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the Underwritten Block Trade not less than two (2) Business Days prior to securities offered or the day such offering is first anticipated to commence. If requested by market for the Sponsor Investorssecurities offered, the Company will promptly notify other securities to be included in such Shelf Take-Down (i) first, shall be allocated pro rata among the Participating Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted that have requested to participate in an Underwritten Block Trade without such Shelf Take-Down based on the written consent relative number of Registrable Securities requested by each Participating Holder to be included in such Shelf Take-Down and (ii) second, and only if all the securities referred to in clause (i) have been included in such Shelf Take-Down, the number of securities that the Company proposes to include in such Shelf Take-Down that, in the opinion of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall managing underwriter or underwriters, can be binding on the Potential Participantsold without having such adverse effect. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined If requested by the Sponsor Investorsunderwriters for any underwritten offering requested by an Initiating Shelf Take-Down Holder under Section 3.1, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance enter into an underwriting agreement with such determinations as promptly as practicable. (iv) The Company willunderwriters for such offering, at such agreement to be reasonably satisfactory in substance and form to the request of Company, the Sponsor InvestorsInitiating Shelf Take-Down Holder and the underwriters, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure contain such representations and language deemed necessary or advisable warranties by the Sponsor Investors to effect Company and such Shelf Offeringother terms as are generally prevailing in agreements of that type, including customary indemnities.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a registration statement request for a Shelf Registration (a “Shelf Registration Request”) and the expiration of the Shelf Registration Participation Deadline (as defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than three (3) is Business Days after receipt of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and remains 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within two (2) Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Sponsor Investors will Company shall use its reasonable best efforts to cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Notwithstanding anything to the contrary in Section 2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement. (ii) In the event that a Shelf Registration Statement is effective, the Controlling Holders shall have the right at any time or from time to time to elect to offer and sell (including pursuant to an underwritten offering (including an underwritten offering “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains effective, and the Company shall pay all Registration Expenses in connection therewith. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver The applicable Holders shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two three (23) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration Statement Offering (and are otherwise permitted in all related registrations and qualifications under state blue sky laws and in any related underwriting) the Shelf Registrable Securities of any other Holder that shall have made a written request to sell the Company for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within two (2) Business Days after the receipt of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen ten (1410) days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the Controlling Holders that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. (iiiii) If the Sponsor Investors desire Controlling Holders wish to engage in an underwritten block trade trade, variable price reoffer or bought deal pursuant to overnight underwritten offering, in each case, off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then then, notwithstanding the time periods set forth in Section 1(d)(i2(c)(ii), the Sponsor Investors may such holders shall notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will shall promptly notify other Holders of such Underwritten Block Trade offering, and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. i.e., one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investorsholders of a majority of the Registrable Securities wishing to engage in the underwritten block trade), and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding that the provisions of Section 1(d)(i), no Holder (other than Controlling Holders of Sponsor Investor Registrable Securities) will be permitted shall use commercially reasonable efforts to participate work with the Company and the underwriters prior to making such request in an Underwritten Block Trade without the written consent order to facilitate preparation of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering registration statement, prospectus and as other offering documentation related to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicabletransaction. (iv) The Company willshall, at the request of Holders representing a majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long As promptly as practicable after the Company receives written notice of a request for a Shelf Registration from a Holder (a “Shelf Registration Request”) and the expiration of the Shelf Registration Participation Deadline (as defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) (and, in no event longer than 30 days after the date of delivery of a Shelf Registration Request, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities that made the Shelf Offering Request). As promptly as practicable, but no later than five Business Days after the date of delivery of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and remains 9 hereof and the MTN Shareholder Arrangements (as defined below), shall include in such ​ Shelf Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within five Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”); provided however, if on the date of a Shelf Registration Request the Company is a WKSI, then such Shelf Registration Request may request registration of an unspecified amount of Registrable Securities. The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement or such longer period as such Shelf Registration Statement shall be effective, in which case the Company shall cause a new Shelf Registration Statement to become effective prior to such anniversary or other date, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. (ii) In the event that a Shelf Registration Statement is effective, (A) Holders representing individually or in the aggregate 5% of all the Registrable Securities outstanding or (B) any Holder of Registrable Securities, to the extent such request is made at least twenty-four (24) months following the Pricing Date, shall have the right at any time or from time to time to elect to offer and sell (including pursuant to an underwritten offering (including an underwritten offering “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains effective. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver The applicable Holders shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) five Business Days after receipt the date of delivery of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities that have been identified Securities. The Company, subject to Sections 2(d) and 9 hereof, the MTN Shareholder Arrangements (as selling stockholders defined below) and any Lock-up Agreement, shall include in such Shelf Registration Statement Offering (and are otherwise permitted in all related registrations and qualifications under state blue sky laws and in any related underwriting) the Shelf Registrable Securities of any other Holder that shall have made a written request to sell the Company for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within five Business Days after the date of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such delivery of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) days 15 Business Days after the receipt date of delivery of a Shelf Offering NoticeRequest, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities that made the Shelf Offering Request), but subject file with the Securities and Exchange Commission a prospectus or prospectus supplement pursuant to Section 1(e)Rule 424, use its best efforts as necessary, and shall take all other necessary steps and enter into such agreements as are necessary to consummate facilitate such Shelf Offering. (iiiii) If Notwithstanding the Sponsor Investors desire foregoing, if a Holder wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement or existing Automatic Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Holder only needs to notify the Company of the Underwritten Block Trade not less than two (2) block trade Shelf Offering five Business Days prior to the day such offering is first anticipated to commence. If requested commence (unless a longer period is agreed to by Holders representing two-thirds of the Sponsor Investors, Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall promptly (and in any event within three Business Days after receiving written notice of a request for such an underwritten block trade by a Holder, unless a longer period is agreed to by Holders representing two-thirds of the Registrable Securities wishing to engage in the underwritten block trade) notify other Holders of such Underwritten Block Trade and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), Holders representing two-thirds of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences)offering; provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than that Holders of Sponsor Investor the Registrable Securities) will be permitted Securities wishing to participate engage in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company underwritten block trade shall use its reasonable best efforts to cause any Shelf Offering cooperate with the Company and the managing underwriters (if any) prior to occur making such request in accordance with such determinations order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade, including the notification to and participation of other Holders as promptly as practicableset out herein. (iv) The Company willshall, at the reasonable request of Holders representing a majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, as soon as practicable file any prospectus supplement or any post-effective amendments amendments, or incorporate by reference any required information, and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as The Company shall use its reasonable best efforts to prepare a registration statement under the Securities Act for a the Shelf Registration (a the “Shelf Registration Statement”) with respect to all of the Registrable Securities (or such other number of Registrable Securities specified in writing by the Holder thereof) to enable such Shelf Registration Statement to be filed with the SEC within six months following the Closing under the Merger Agreement. The Company will notify each holder of Registrable Securities within five Business Days of the filing of such Shelf Registration Statement. (ii) In the event that a Shelf Registration Statement is and remains effective, the holders of a majority of the Canyon Registrable Securities (or, in the case of the Sponsor Investors will Demand, the holders of a majority of the Sponsor Registrable Securities) covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If , so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith; provided that, in the case of the Sponsor Investors desire to sell Demand no such underwritten offering shall be permitted unless the aggregate offering price of the Sponsor Registrable Securities pursuant to an be sold in such underwritten offeringoffering exceeds $10,000,000. The holders of a majority of the Canyon Registrable Securities (or, then in the case of the Sponsor Investors may deliver Demand, a majority of the Sponsor Registrable Securities) shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will shall give written notice of such Shelf Offering Notice to all other Holders holders of Shelf Registrable Securities. The Company, subject to Sections 2(e) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eholder) and Section 7, will include in such within five Business Days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e)2(f) hereof, use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders of Registrable Securities delivering such Shelf Offering Notice until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If the holders of a majority of the Canyon Registrable Securities (or, in the case of the Sponsor Investors desire Demand, the holders of a majority of the Sponsor Registrable Securities, subject to the restrictions set forth in clause (ii) above) wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i2(d)(ii), the Sponsor Investors may such holders shall notify the Company of the Underwritten Block Trade block trade Shelf Offering not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will shall promptly notify other Holders holders of Registrable Securities of such Underwritten Block Trade block trade Shelf Offering and such notified Holders (each, a “Potential Participant”) may other holders of Registrable Securities must elect whether or not to participate no later than by the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the holders of a majority of the Canyon Registrable Securities (or, in the case of the Sponsor Investors)Demand, a majority of the Sponsor Registrable Securities, as applicable) wishing to engage in the underwritten block trade) and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) three Business Days after the date it commences); provided further thatthat the holders of a majority of the Canyon Registrable Securities (or, notwithstanding in the provisions case of Section 1(d)(i)the Sponsor Demand, no Holder (other than Holders a majority of the Sponsor Investor Registrable Securities) will be permitted shall use commercially reasonable efforts to participate work with the Company and the underwriters prior to making such request in an Underwritten Block Trade without the written consent order to facilitate preparation of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering registration statement, prospectus and as other offering documentation related to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicableunderwritten block trade. (iv) The Company willshall, at the request of the holders of a majority of the Canyon Registrable Securities (or in the case of the Sponsor InvestorsDemand, a majority of the Sponsor Registrable Securities, as applicable) covered by a Shelf Registration Statement, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors holders of a majority of the Registrable Securities to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors MidCo will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”). If the Sponsor Investors desire MidCo desires to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors MidCo may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire MidCo desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders shareholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven five (75) days Business Days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire MidCo desires to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors MidCo may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor InvestorsMidCo, the Company will promptly notify any other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsMidCo), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor MidCo Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorMidCo. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsMidCo, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsMidCo, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors MidCo to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for At any time that a Shelf Registration Statement is effective, if any Holder or group of Holders delivers a notice to the Company (an “Underwriting Notice”) stating that it intends to effect a “Shelf Underwritten Offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement”) is Statement and remains effective, stating the Sponsor Investors will have Aggregate Offering Price and/or number of the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“be included in the Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offeringUnderwritten Offering, then the Sponsor Investors Company shall amend or supplement the Shelf Registration Statement as may deliver be necessary in order to enable such Registrable Securities to be distributed pursuant to the Company a written notice Shelf Underwritten Offering (a “Shelf Offering Notice”) specifying taking into account the number inclusion of Shelf Registrable Securities that the Sponsor Investors desire to sell by any other Holders pursuant to this Section 2.1(i)(2)); provided, that any Shelf Underwritten Offering must include Registrable Securities in an amount not less than the Minimum Demand Amount. In connection with any Shelf Underwritten Offering: (A) such underwritten offering (proposing Holder(s) shall also deliver the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Underwriting Notice to all other Holders of Shelf and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such Holder notifies the proposing Holders and the Company within five Business Days after delivery of the Underwriting Notice to such Holder; (B) in the event that an Underwriter Cutback Condition occurs with respect to the Registrable Securities proposed to be included in the Shelf Underwritten Offering, then (1) the number of Registrable Securities which will be included in the Shelf Underwritten Offering shall only be that number which, in the good faith opinion of the underwriter, can be included without being likely to have been identified a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered or the Common Stock, and (2) each Holder shall be entitled to include Registrable Securities in the Shelf Underwritten Offering pro rata based on the number of Registrable Securities owned by such Holder as selling stockholders a percentage of the number of Registrable Securities owned by all Holders seeking to participate in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Underwritten Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods priority allocation provisions set forth in Section 1(d)(i2.1(i)(5), ; and (C) the Sponsor Investors may notify Underwriting Notice shall state that Holders must respond to the Company Underwriting Notice within five Business Days of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participantdelivery thereof. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, each of the holders of a majority of the Sponsor Investors Investor Registrable Securities and the holders of a majority of the Corio Group Registrable Securities will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If either of the holders of a majority of the Sponsor Investors desire Investor Registrable Securities or the holders of a majority of the Corio Group Registrable Securities desires to sell Registrable Securities pursuant to an underwritten offering, then each of the holders of a majority of the Sponsor Investors Investor Registrable Securities and the holders of a majority of the Corio Group Registrable Securities may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire or the Corio Group desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the holders of a majority of the Sponsor Investors desire Investor Registrable Securities or the holders of a majority of the Corio Group Registrable Securities desires to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), then each of the holders of a majority of the Sponsor Investors Investor Registrable Securities and the holders of a majority of the Corio Group Registrable Securities may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to by 10:00 a.m. on the day such offering is first anticipated to commence. If requested by the holders of a majority of the Sponsor InvestorsInvestor Registrable Securities or the holders of a majority of the Corio Group Registrable Securities, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the noon on such day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsInvestors or the Corio Group), and the Company will as expeditiously promptly as possible reasonably practicable use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorInvestors. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsInvestors or the Corio Group, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors or the Corio Group to effect such Shelf Offering. (v) Subject to the terms of Section 1(f), the Company will use best efforts to keep the 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 the Shelf Registration Statement, or otherwise (the “Shelf Period”). Subject to Section 1(f), the Company shall not be deemed to have used its best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law.

Shelf Registrations. (i) For so long as The Company shall use its reasonable best efforts to prepare a registration statement under the Securities Act for a the Shelf Registration (a the “Shelf Registration Statement”) with respect to all of the Registrable Securities (or such other number of Registrable Securities specified in writing by the Holder thereof) to enable such Shelf Registration Statement to be filed with the SEC within six months following the Closing under the Merger Agreement. The Company will notify each Holder within five Business Days of the filing of such Shelf Registration Statement. (ii) In the event that a Shelf Registration Statement is and remains effective, the holders of a majority of the NESCO Registrable Securities and the holders of a majority of the Sponsor Investors will Registrable Securities covered by such Shelf Registration Statement shall each have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. If The holders of a majority of the NESCO Registrable Securities or a majority of the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offeringSecurities, then the Sponsor Investors may deliver as applicable, shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will shall give written notice of such Shelf Offering Notice to all other Holders holders of Shelf Registrable Securities. The Company, subject to Sections 2(e) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eholder) and Section 7, will include in such within five Business Days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e)2(f) hereof, use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders delivering such Shelf Offering Notice until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If the holders of a majority of the NESCO Registrable Securities or the holders of a majority of the Sponsor Investors desire Registrable Securities, as applicable, wish to engage in an underwritten block trade trade, variable price reoffer or bought deal pursuant to overnight underwritten offering, in each case, off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then then, notwithstanding the time periods set forth in Section 1(d)(i2(d)(ii), the Sponsor Investors may such holders shall notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will shall promptly notify other Holders of such Underwritten Block Trade offering, and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. i.e., one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the holders of a majority of the NESCO Registrable Securities or a majority of the Sponsor InvestorsRegistrable Securities, as applicable) wishing to engage in the underwritten block trade), and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding that the provisions holders of Section 1(d)(i), no Holder (other than Holders a majority of Sponsor Investor the NESCO Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent Securities or a majority of the Sponsor Investor. Any Potential Participant’s Registrable Securities, as applicable, shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to participate in an Underwritten Block Trade shall be binding on facilitate preparation of the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering registration statement, prospectus and as other offering documentation related to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicabletransaction. (iv) The Subject to Section 2(f)(ii), the Company willshall, at the request of the holders of a majority of the NESCO Registrable Securities or a majority of the Sponsor InvestorsRegistrable Securities, as applicable, covered by a Shelf Registration Statement, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure disclosures and language deemed necessary or advisable by the Sponsor Investors such holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and remains once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If , so long as the Sponsor Investors desire Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith; provided that the Lead Investor and the Blackstone Investor shall each have the right at any time and from time to time to elect to sell Registrable Securities pursuant to an underwritten offeringoffering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by the Lead Investor or the Blackstone Investor, then the Sponsor Investors may deliver as applicable. The applicable Holders shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As In the case of an Underwritten Takedown, as promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. The Company, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Registration Statement and are otherwise permitted Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to sell the Company for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within five Business Days after the receipt of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) days ten Business Days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If Notwithstanding the Sponsor Investors desire foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Company a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Company shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if the Lead Investor or the Blackstone Investor, as applicable, wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may Lead Investor or the Blackstone Investor, as applicable, only needs to notify the Company of the Underwritten Block Trade not less than two (2) block trade Shelf Offering three Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, commence and the Company will shall promptly notify other Holders of such Underwritten Block Trade and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), commence and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days after the date it commences); provided further thatthat the Lead Investor or the Blackstone Investor, notwithstanding as applicable, shall use commercially reasonable efforts to work with the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted Company and the underwriters prior to participate making such request in an Underwritten Block Trade without the written consent order to facilitate preparation of the Sponsor Investor. Any Potential Participant’s request registration statement, prospectus and other offering documentation related to participate in an Underwritten Block Trade shall be binding on the Potential Participantunderwritten block trade. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (ivv) The Company willshall, at the request of Holders representing a Majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors any Holder will have the right at any time or from time to time to elect to sell pursuant to an offering (including including, with respect to the Investors, an underwritten offering offering, subject to Section 1(d)(v)) Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the “Shelf Registrable Securities”), which may include Shelf Registrable Securities to be sold by the Holder. If the Sponsor Investors desire any Investor desires to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may such Investor shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire such Investor desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeNotice (unless such Shelf Offering Notice relates to an Underwritten Block Trade (as defined below) pursuant to Section 1(d)(ii)), the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to consummate facilitate such Shelf Offering. (ii) If the Sponsor Investors desire any Investor wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), such Investor will submit the Sponsor Investors may notify the Company of Shelf Offering Notice with respect to the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the The Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), that (x) no other Holder (other than Holders of Sponsor or Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on Majority Participating Investors and (y) the Potential Participantaggregate anticipated offering price, net of any underwriting discounts or commissions, of such offering is at least $25,000,000. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Majority Participating Investors, and the Company shall use its reasonable best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Majority Participating Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Majority Participating Investors to effect such Shelf Offering. (v) Subject to Section 11(e), the General Atlantic Holders and their Permitted Assignees will be entitled to submit an unlimited number of Shelf Offering Notices and EWC Holdings will be entitled to submit two Shelf Offering Notices (which shall be reduced by each Demand Registration initiated by EWC Holdings), provided that the aggregate anticipated offering price, net of any underwriting discounts or commissions, of each such offering is at least $50,000,000; provided, further, that EWC Holdings will only be entitled to one request for a Demand Registration or submission of a Shelf Offering Notice (but not both) in any 12-month period.

Shelf Registrations. (i) For so long After the expiration of the Waiting Period and upon the written request of the holders of a majority of the then-outstanding Registrable Securities (excluding Registrable Securities which already have been included on a Company registration statement), and subject to the availability of required financial information, as promptly as practicable after the Company receives such a written request for a Shelf Registration, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Company shall use its commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act no later than 90 days after the initial filing of such Shelf Registration Statement, and remains once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, unless Riverstone instructs the Company otherwise in writing, prior to the 12-month anniversary of the closing of the IPO, the Company shall use its commercially reasonable efforts to prepare a Shelf Registration Statement with respect to all of the outstanding Registrable Securities held by or issuable to Riverstone in accordance with the terms of the Exchange Agreement (or such other number of Registrable Securities specified in writing by Riverstone) to enable such Shelf Registration Statement to be filed with the Securities and Exchange Commission as soon as practicable after the 12-month anniversary of the closing of the IPO. (ii) In the event that a Shelf Registration Statement is effective, the holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If , so long as the Sponsor Investors desire Shelf Registration Statement remains in effect, and, the Company shall pay all Registration Expenses in connection therewith; provided, that in no event shall the Company be required to sell participate in more than two Underwritten Takedowns pursuant to this Agreement in any 12-month period; and provided, further, that for any Underwritten Takedown pursuant to this Section 2(d)(ii), the aggregate market value of the Registrable Securities pursuant proposed to an underwritten offering, then be sold in the Sponsor Investors may deliver offering must be at least $100 million as of the date of the request for such offering (or at least $50 million as of the date of such request in the event that the Registrable Securities requested to be offered constitute all Registrable Securities as of the date of such request). The holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities. The Company, subject to Sections 2(e) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eHolder) and Section 7, will include in such within seven days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the holders of a majority of the Registrable Securities that made the Shelf Offering Request), use its best commercially reasonable efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If Notwithstanding the Sponsor Investors desire foregoing, if the holders of a majority of the Registrable Securities wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Holders only need to notify the Company of the Underwritten Block Trade not less than block trade Shelf Offering two (2) Business Days prior to the day such offering is first anticipated to commence. If requested commence (unless a longer period is agreed to by the Sponsor Investors, holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall promptly notify other Holders holders of such Underwritten Block Trade Registrable Securities and such notified Holders (each, a “Potential Participant”) may other holders of Registrable Securities must elect whether or not to participate no later than by the next Business Day (i.e. i.e., one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall as expeditiously as possible use its best commercially reasonable efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) three Business Days after the date it commences); provided further that, notwithstanding that the provisions holders of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent a majority of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company Registrable Securities shall use its best efforts to cause any Shelf Offering work with the Company and the underwriters prior to occur making such request in accordance with such determinations as promptly as practicableorder to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. (iv) The Company willshall, at the request of the Sponsor Investorsholders of a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors holders of a majority of the Registrable Securities to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors Demand Initiating Holders will have the right at any time or from time to time (subject to the limitations (including with respect to time and number) set forth in Section 1(a) applicable to any Demand Initiating Holder) to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors Demand Initiating Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors Demand Initiating Holders may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors Demand Initiating Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors Demand Initiating Holders desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration StatementStatement and subject to the limitations (including with respect to time and number) set forth in Section 1(a) applicable to any Demand Initiating Holder) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors Demand Initiating Holders may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor InvestorsDemand Initiating Holders, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsDemand Initiating Holders), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities and Sharma Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorInvestors. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsDemand Initiating Holders, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsDemand Initiating Holders, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors Demand Initiating Holders to effect such Shelf Offering.

Shelf Registrations. (ia) For so long Subject to compliance with all applicable laws and the rules and regulations and interpretations of the Commission and the rules and regulations of any applicable self-regulatory organization, the Company shall prepare and file with the Commission, as a registration statement for soon as practicable but in any event by the Filing Deadline Date, a Shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Act, registering the resale from time to time by Investor thereof of the Registrable Securities held by the Investor (a an “Initial Shelf Registration Statement”) ); provided, however, that if an Initial Shelf Registration Statement is and remains effectivea WKSI Shelf Registration Statement, the Sponsor Investors will have Company shall prepare and file or cause to be prepared and file with the right Commission such WKSI Shelf Registration Statement by the Effectiveness Deadline Date (as defined below). Notwithstanding the foregoing, if the Filing Deadline Date occurs at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to when audited financial statements of the Company a written notice (a “Shelf Offering Notice”) specifying for the number of Shelf Registrable Securities that preceding fiscal year are required to be included or incorporated by reference in the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Initial Shelf Registration Statement and but such financial statements are otherwise permitted to sell in such Shelf Offeringnot yet available, which such notice the Filing Deadline Date shall request that each such Holder specify, within seven be extended until the earlier of (7i) forty-five (45) days after from the date the Filing Deadline Date would otherwise have occurred or (ii) the date on which the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities annual report with respect to which such fiscal year is due to be filed with the Company has received timely written requests for inclusionCommission. The Company willSubject to applicable law, as expeditiously as possible (and in any event within fourteen (14) days after the receipt rules, regulations and interpretations of a Shelf Offering Notice)the Commission, but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Initial Shelf Registration Statement (either through filing shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Investor in accordance with the methods of distribution as set forth in such Initial Shelf Registration Statement. If an Automatic Initial Shelf Registration Statement or through is not a take-down from an already existing WKSI Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective under the Act as promptly as is practicable but in any event by the date (an “Effectiveness Deadline Date”) that is seventy-five (75) days after the Filing Deadline Date. Except as otherwise provided herein, the Company shall use its commercially reasonable efforts to keep any Initial Shelf Offering Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Act until the expiration of the applicable Effectiveness Period. Subject to occur the applicable rules and interpretations of the Commission, at the time an Initial Shelf Registration Statement is declared effective, Investor shall be named as a selling securityholder in such Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit Investor to deliver such Prospectus to purchasers of Registrable Securities in accordance with such determinations as promptly as practicableapplicable law. (ivb) The Company will, at the request of the Sponsor Investors, file If any prospectus supplement Initial Shelf Registration Statement or any post-Subsequent Shelf Registration Statement ceases to be effective amendments for any reason at any time during the applicable Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and, subject to applicable law, and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.rules,

Shelf Registrations. Subject to the other applicable provisions of this Agreement, the Company shall, at the request of the Warburg Majority Holders, prepare and file within twenty four (i24) For so long as months after the date hereof a registration statement covering the sale or distribution from time to time by holders of Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form F-3 or Form S-3 (except if the Company is not then eligible to register for a Shelf Registration resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the holders of the Warburg Registrable Securities in accordance with any reasonable method of distribution elected by the Warburg Majority Holders) (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any such Shelf Offering Registration Statement to occur in accordance with such determinations be declared effective as promptly as practicable. (iv) . On and following the date that is the 24-month anniversary of the date hereof, if a Shelf Registration Statement has been requested by the Warburg Majority Holders, the Company shall, subject to the other applicable provisions of this Agreement, use its reasonable best efforts to cause the Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Warburg Registrable Securities. The Company willshall, prior to the expiration of any such Shelf Registration Statement, file a new Shelf Registration Statement covering such Warburg Registrable Securities and shall thereafter use its best efforts to cause to be declared effective as promptly as practical, such new Shelf Registration Statement. The Company shall supplement and amend any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, at any time that any Shelf Registration Statement is effective, if a holder of Warburg Registrable Securities delivers a notice to the request Company stating that it intends to effect a sale or distribution of all or part of its Registrable Securities included by it on any Shelf Registration Statement (a “Shelf Offering”) and stating the number of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary Registrable Securities to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect be included in such Shelf Offering, then the Company shall amend, subject to the other applicable provisions of this Agreement, or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering.

Shelf Registrations. (ia) For so long Holdings shall as soon as reasonably practicable, but in any event within thirty (30) days after the Share Acquisition Closing, file with the Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is covering, subject to Section 3.3, the public resale of all of the Registrable Securities (determined as of two (2) Business Days prior to such filing). Holdings shall use its commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the initial filing of such Shelf Registration Statement, and remains once effective, Holdings shall cause such Shelf Registration Statement to remain continuously effective for such time period ending on the Sponsor Investors will earliest of (i) the third anniversary of the initial effective date of such Shelf Registration Statement, (ii) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (iii) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. In order for any Holder to be named as a selling security holder in such Shelf Registration Statement, Holdings may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law. (b) In the event that a Shelf Registration Statement is effective, Holders of Registrable Securities shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect. If the Sponsor Investors desire The applicable Holders shall make such election by delivering to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company Holdings a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering and the expected price range (net of underwriting discounts and commissions) of such offering (the “Shelf Offering”). As The applicable Holders shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to Holdings’ prior approval which shall not be unreasonably withheld, conditioned or delayed. In the case of an Underwritten Takedown, as promptly as reasonably practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will Holdings shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. Holdings shall include in such Shelf Registration Statement and are otherwise permitted Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to sell Holdings for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within five (5) Business Days after the receipt of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willHoldings shall, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e)possible, use its best commercially reasonable efforts to consummate facilitate such Shelf Offering. (iic) If Notwithstanding the Sponsor Investors desire foregoing, if any Holder desires to engage in effect a sale of Shelf Registrable Securities that does not constitute an underwritten block trade or bought deal pursuant Underwritten Takedown, the Holder shall deliver to Holdings a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less Offering Request no later than two (2) Business Days prior to the day expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2.3.1(a), Holdings shall use its reasonable efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable to the extent necessary in order to enable such offering is first anticipated to commence. If requested by take place in accordance with the Sponsor Investors, the Company will promptly notify other Holders terms of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participantthis Agreement. (iiid) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company willHoldings shall, at the reasonable request of Holders representing a majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement, any post-effective amendments amendments, or incorporation by reference any required information and otherwise take any action necessary to include therein all disclosure and language deemed reasonably necessary or advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as In the event that a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will Demand Holders whose Registrable Securities are covered by such Shelf Registration Statement shall each have the right at any time or from time to time following the expiration of the Registration Lockup Period, to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver The applicable Demand Holders shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors they desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will shall give written notice of such Shelf Offering Notice to all other Holders holders of Shelf Registrable Securities. The Company, subject to Sections 4.1(e) and 4.7, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eholder) and Section 7, will include in such within five (5) Business Days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e4.1(f), use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders delivering such Shelf Offering Notice until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (ii) If the Sponsor Investors desire a Demand Holder wishes to engage in an underwritten block trade trade, variable price reoffer or bought deal pursuant to overnight underwritten offering, in each case, off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then then, notwithstanding the time periods set forth in Section 1(d)(i)4.1(d)(i) but only following the expiration of the Registration Lockup Period, the Sponsor Investors may such holder shall notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will shall promptly notify all other Holders of such Underwritten Block Trade offering, and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. i.e., one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by such Demand Holder) wishing to engage in the Sponsor Investorsunderwritten block trade), and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days after the date it commences); provided further thatprovided, notwithstanding however, that such Demand Holder shall use commercially reasonable efforts to work with the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted Company and the underwriters prior to participate making such request in an Underwritten Block Trade without the written consent order to facilitate preparation of the Sponsor Investor. Any Potential Participant’s request registration statement, prospectus and other offering documentation related to participate in an Underwritten Block Trade shall be binding on the Potential Participanttransaction. (iii) All determinations as Subject to whether to complete any Shelf Offering and as to the timingSection 4.1(f)(ii), manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company willshall, at the request of the Sponsor Investorsa Demand Holder whose Shelf Registrable Securities are covered by a Shelf Registration Statement, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure disclosures and language deemed necessary or advisable by the Sponsor Investors such holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as In the event that the Company files a shelf registration statement for under Rule 415 under the Securities Act pursuant to a Shelf Demand Registration Request and such registration becomes effective (such registration statement, a “Shelf Registration Statement”) is and remains effective), the Sponsor Investors will Majority Onex Shareholders or the holders of a majority of the Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver by delivering to the Company a written notice request (a “Shelf Offering NoticeUnderwriting Request”; the holders delivering such written request are the “Initiating Holders”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to for such underwritten offering (the “Shelf OfferingUnderwriting”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeUnderwriting Request, the Company will Company, subject to Sections 1(f) and 1(h), shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Offering Notice Underwriting Request to all other the Holders of Shelf record of other Registrable Securities that have been identified as selling stockholders in registered on such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of “Shelf Registrable Securities such Holder desires to be disposed of in such Shelf OfferingSecurities”). The Company, subject to Section 1(eSections 1(f), 1(g) and Section 71(h), will shall include in such Shelf Offering all Shelf Underwriting (x) the Registrable Securities with respect of the Initiating Holders and (y) the Registrable Securities registered on such Shelf Registration Statement of any other holder which shall have made a written request to which the Company has received timely written requests for inclusioninclusion in such Shelf Underwriting (which request shall specify the maximum number of such Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company willshall, as expeditiously as possible (and in any event within fourteen twenty (1420) days after the receipt of a Shelf Offering Notice), but subject to Section 1(eUnderwriting Request), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its it reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorShelf Underwriting. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company willshall, at the request of the Sponsor InvestorsMajority Onex Shareholders or the Initiating Holders, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors Majority Onex Shareholders or the Initiating Holders to effect such Shelf OfferingUnderwriting. Once a Shelf Registration Statement has been declared effective, the Majority Onex Shareholders and the holders of a majority of the Registrable Securities registered on such Shelf Registration Statement may each request, and the Company shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement (including, with respect to the Majority Onex Shareholders, Underwritten Block Trades pursuant to Section 1(f)); provided that the aggregate anticipated offering proceeds in any Shelf Underwriting (including, with respect to the Majority Onex Shareholders, Underwritten Block Trades pursuant to Section 1(f)) exceeds $50 million (unless the Demanding Shareholders request registration of all of their Registrable Securities).

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Founder Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Founder Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Founder Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Founder Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Founder Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Founder Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Founder Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Founder Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Founder Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investorholders of a majority of the Founder Investor Registrable Securities. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Founder Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Founder Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Founder Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long On the first day of the calendar month immediately following the first anniversary of the loanDepot IPO, or as promptly as practicable after, the Company shall (A) if the Company is then-eligible to use any applicable short-form registration statement, file with the SEC one or more Short-Form Registrations, including an Automatic Shelf Registration Statement if permissible, or (B) if the Company is not eligible to use any applicable short-form registration statement at such time, use its commercially reasonable efforts to file with the SEC one or more Long-Form Registrations, in each case, covering the offer and sale of all Registrable Securities, which includes, for the avoidance of doubt, the offer and exchange of all Class A Shares deliverable by the Company from time to time to holders of Registrable Securities in exchange for such holders’ Holdco Units and Class B Shares or Class C Shares, as applicable, pursuant to the Holdings LLC Agreement (a registration statement for such offer and exchange by the Company, the “Required Shelf Registration Statement”). The Company shall pay all Registration Expenses in connection with the Required Shelf Registration Statement whether or not it has become effective. (ii) As promptly as practicable after the Company receives written notice of a request for a Shelf Registration, the Company shall file with the SEC a registration statement under the Securities Act for the Shelf Registration (a “Demand Shelf Registration Statement”) is ). Any Demand Shelf Registration Statement and remains the Required Shelf Registration Statement are referred to herein each as a “Shelf Registration Statement.” The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and once effective, the Sponsor Investors Company shall cause such Shelf Registration Statement (A) in the case of a Demand Shelf Registration Statement, to remain continuously effective for such time period as is specified in such request; provided that for a Demand Shelf Registration Statement other than an Automatic Shelf Registration Statement (which will be subject to Section 5(a)(xxiii) instead) such requested time period shall not be longer than the period ending on the earliest of (x) the third anniversary of the effective date of such Shelf Registration Statement, (y) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (z) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence and (B) in the case of the Required Shelf Registration Statement (which shall not be subject to Section 5(a)(xxiii) even if in the form of an Automatic Shelf Registration Statement), to remain continuously effective (including by filing a new Shelf Registration Statement, if necessary) until the earlier of (x) the date on which all Registrable Securities covered by the Required Shelf Registration Statement have been sold pursuant to the Required Shelf Registration Statement and (y) the date as of which there are no longer in existence any Registrable Securities covered by the Required Shelf Registration Statement; provided that nothing set forth herein shall require the Company to file a new Shelf Registration Statement or to keep effective the Required Shelf Registration Statement at any time during which the Company is ineligible to use a Short-Form Registration; provided further that at such time, pursuant to Section 2(c), the Company shall use its reasonable best efforts to become and remain qualified to use Short-Form Registrations. (iii) In the event that a Shelf Registration Statement is effective and for so long as it remains in effect, each of the Demand Parties shall have the right at any time or from time to time to elect to sell pursuant to an offering (including whether through an underwritten offering Public Offering or any other method of distribution) their Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement in an aggregate amount up to the number of Registrable Securities covered thereunder (“Shelf Registrable Securities”), and the Company shall pay all Registration Expenses in connection therewith. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver Such Demand Party shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) with respect to such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days business days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities. The Company, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Offering (x) the Shelf Registrable Securities specified in the Shelf Offering Request and (y) the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eholder) and Section 7, will include in such within seven days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering NoticeRequest), but subject to Section 1(e)2(f) hereof, use its reasonable best efforts to consummate facilitate such Shelf Offering. Each holder agrees that such holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement. (iiiv) If the Sponsor Investors desire a Demand Party wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i2(d)(iii), the Sponsor Investors may such Demand Party shall notify the Company of the Underwritten Block Trade block trade Shelf Offering not less than two (2) Business Days business days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will shall promptly notify other Holders holders of Parthenon Investor Registrable Securities or ▇▇▇▇▇ Investor Registrable Securities, as the case may be, of such Underwritten Block Trade block trade Shelf Offering and such notified Holders (eachother holders of Parthenon Investor Registrable Securities or ▇▇▇▇▇ Investor Registrable Securities, a “Potential Participant”) as the case may be, must elect whether or not to participate no later than by the next Business Day business day (i.e. one (1) Business Day business day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), Demand Party wishing to engage in the underwritten block trade) and the Company will shall as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days three business days after the date it commences); provided that the Demand Party 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; provided further that, notwithstanding the provisions that no holder of Section 1(d)(i), no Holder (Registrable Securities other than Holders holders of Sponsor Parthenon Investor Registrable Securities) will Securities or ▇▇▇▇▇ Investor Registrable Securities shall be permitted to participate in an Underwritten Block Trade underwritten block trade Shelf Offering without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participanta Demand Party. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (ivv) The Company willshall, at the request of the Sponsor InvestorsDemand Party electing to sell Shelf Registrable Securities, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors such Demand Party to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors any Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering, provided that the aggregate anticipated offering price, net of any underwriting discounts and commissions, of each such underwritten offering is at least $25,000,000, subject to Section 1(d)(v)) Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the “Shelf Registrable Securities”), which may include Shelf Registrable Securities to be sold by the Investor. If the Sponsor Investors desire any Investor desires to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may such Investor shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire such Investor desires to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously soon as possible reasonably practicable (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to consummate facilitate such Shelf Offering. (ii) If the Sponsor Investors desire any Investor wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may such Investor will notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will promptly notify each other Holders Holder of Investor Registrable Securities and, only if requested by the Majority Participating Investors, each Other Holder, of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence), if the initiating Investor initially provides two (2) Business Days’ notice to the Company) (unless a longer period is agreed to by the Sponsor Majority Participating Investors), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorMajority Participating Investors. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant; provided, that each such Potential Participant that elects to participate may condition its participation on the Underwritten Block Trade being completed within fifteen (15) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Participant of not less than ninety percent (90%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Participant’s election to participate (the “Participation Conditions”). (iii) All Subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Majority Participating Investors, and the Company shall use its reasonable best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Majority Participating Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Majority Participating Investors to effect such Shelf Offering. (v) Subject to Section 1(e), General Atlantic will be entitled to submit an unlimited number of Shelf Offering Notices and Summit will be entitled to submit two (2) Shelf Offering Notices, provided that the aggregate anticipated offering price, net of any underwriting discounts and commissions, of each such offering is at least $25,000,000.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Ultra Investors and the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor applicable Requesting Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor applicable Requesting Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor applicable Requesting Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e1(f) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e1(f), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor applicable Requesting Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i1(e)(i), the Sponsor applicable Requesting Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor applicable Requesting Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d1(e) shall be determined by the Sponsor applicable Requesting Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. Any request by the Sponsor Investors to engage in a Shelf Offering or Underwritten Block Trade shall count for their one (1) Short-Form Registration pursuant to Section 1(a). (iv) The Company will, at the request of the Sponsor applicable Requesting Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor applicable Requesting Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long as The Company shall use its reasonable best efforts to prepare a registration statement under the Securities Act for a the Shelf Registration on Form S-1 or Form S-3 (a the “Shelf Registration Statement”), covering the resale of all the Registrable Securities (or such other number of Registrable Securities specified in writing by the Holder thereof) on a delayed or continuous basis, to enable such Shelf Registration Statement to be filed with the SEC within six months following the Closing under the Merger Agreement. The Company will notify each Holder within five Business Days of the filing of such Shelf Registration Statement. (ii) In the event that a Shelf Registration Statement is and remains effective, the holders of a majority of the Investor Registrable Securities and the holders of a majority of the Sponsor Investors will Registrable Securities covered by such Shelf Registration Statement shall each have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. If The holders of a majority of the Investor Registrable Securities or a majority of the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offeringSecurities, then the Sponsor Investors may deliver as applicable, shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). The aggregate offering value of the Registrable Securities requested to be registered in any underwritten Shelf Offering pursuant to the Shelf Offering Notice must equal at least $50,000,000. As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will shall give written notice of such Shelf Offering Notice to all other Holders holders of Shelf Registrable Securities. The Company, subject to Sections 2(e) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eholder) and Section 7, will include in such within five Business Days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e)2(f) hereof, use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders delivering such Shelf Offering Notice until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If the holders of a majority of the Investor Registrable Securities or the holders of a majority of the Sponsor Investors desire Registrable Securities, as applicable, wish to engage in an underwritten block trade trade, variable price reoffer or bought deal pursuant to overnight underwritten offering, in each case, off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then then, notwithstanding the time periods set forth in Section 1(d)(i2(d)(ii), the Sponsor Investors may such holders shall notify the Company of the Underwritten Block Trade not less than two (2) five Business Days prior to the day such offering is first anticipated to commence. If The aggregate offering value of the Registrable Securities requested by the Sponsor Investorsto be registered in any such underwritten block trade, the variable price reoffer or overnight underwritten offering off of a Shelf Registration Statement must equal at least $10,000,000. The Company will shall promptly notify other Holders of such Underwritten Block Trade offering, and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. one (1) i.e., four Business Day Days prior to the day such offering is to commence) (unless a longer period is agreed to by the holders of a majority of the Investor Registrable Securities or a majority of the Sponsor InvestorsRegistrable Securities, as applicable) wishing to engage in the underwritten block trade), and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding that the provisions holders of Section 1(d)(i), no Holder (other than Holders a majority of Sponsor the Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent Securities or a majority of the Sponsor Investor. Any Potential Participant’s Registrable Securities, as applicable, shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to participate in an Underwritten Block Trade shall be binding on facilitate preparation of the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering registration statement, prospectus and as other offering documentation related to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicabletransaction. (iv) The Subject to Section 2(f)(ii), the Company willshall, at the request of the holders of a majority of the Investor Registrable Securities or a majority of the Sponsor InvestorsRegistrable Securities, as applicable, covered by a Shelf Registration Statement, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure disclosures and language deemed necessary or advisable by the Sponsor Investors such holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, each of the Sponsor ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors and the BM Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If any of the Sponsor ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors desire or the BM Investors elects to sell Registrable Securities pursuant to an underwritten offering, then each of the Sponsor ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors or the BM Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors or the BM Investors, as applicable, desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven five (75) days Business Days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen ten (1410) days Business Days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. On the terms and subject to the other conditions herein, each of the ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors and the BM Investors shall be entitled to no more than two (2) Shelf Offerings in any twelve (12)-month period; provided that (i) (x) the proposed maximum aggregate offering value of the Registrable Securities requested to be included in any Shelf Offering must equal at least $20,000,000 based on the public offering price of shares of Registrable Securities set forth in the prospectus or prospectus supplement applicable to such Shelf Offering or (y) all of the remaining ▇▇▇▇▇▇ Investor Registrable Securities, BXCI Investor Registrable Securities, GPV Investor Registrable Securities, DC Investor Registrable Securities or BM Investor Registrable Securities, as applicable, are sold in such offering. The Company will not be obligated to facilitate the offering of Shelf Registrable Securities of any Holder pursuant to a Shelf Offering if the Company has filed within the immediately preceding sixty (60)-day period a registration statement or effected an offering of Common Equity with respect to (x) a Demand Registration (other than a Shelf Registration Statement that is not filed to effect an immediate Shelf Offering), (y) a Shelf Offering or (z) which a Holder has declined the right to have its Registrable Securities included pursuant to a Piggyback Registration. (ii) If the Sponsor ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors desire or the BM Investors elect to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), then the Sponsor ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors or the BM Investors may notify the Company of the Underwritten Block Trade not less than two (2) by 5:00 p.m. Eastern time on the second Business Days prior to Day preceding the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will shall promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than 5:00 p.m. Eastern time on the next Business Day (i.e. one (1) Business Day prior to the day after such offering notice is to commence) (unless a longer period is agreed to by the Sponsor Investors)delivered, and the Company will as expeditiously promptly as possible reasonably practicable use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Participating Principal Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of any of the Sponsor Principal Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Principal Investors to effect such Shelf Offering. (v) Subject to the terms of Section 1(f), the Company will use best efforts to keep the 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 the Shelf Registration Statement, or otherwise (the “Shelf Period”).

Shelf Registrations. On or after the first day of the month following the first anniversary of the Company’s initial Public Offering, each of the Demand Holders (icollectively, the “Shelf Initiating Holders,” and each, a “Shelf Initiating Holder,” for purposes of this Section 4(b) For so long as and Section 4(h) hereof) will have the right to make a registration statement for written request that the Company register, under the Securities Act, on Form S-3, in an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, the sale of all or a portion of the Registrable Securities owned by such Shelf Registration Initiating Holders (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable SecuritiesRegistration”). If For the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offeringavoidance of doubt, then a Shelf Registration and any prospectus, prospectus supplement or post-effective amendment filed with the Sponsor Investors may deliver to SEC associated with any shelf “takedown” shall not constitute a Demand Registration. Upon receipt of a request for a Shelf Registration, the Company a shall give written notice of such request to all of the Full Rightholders (a “other than the Shelf Offering Notice”Initiating Holders) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As as promptly as practicable, practicable but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) 5 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to request for a Shelf Registration Statement (either through filing an Automatic Registration, and such notice shall describe the proposed Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (eachRegistration, an “Underwritten Block Trade”), then notwithstanding the intended method of disposition of such Registrable Securities and any other information that at the time periods set forth would be appropriate to include in Section 1(d)(i)such notice, and offer such Full Rigthholders the Sponsor Investors opportunity to register the number of Registrable Securities as each such Full Rightholder may notify request in writing to the Company, given within 10 days after their receipt from the Company of the Underwritten Block Trade not less than two (2) Business Days written notice of such Shelf Registration and the Company will, subject to Section 4(f), include in such Shelf Registration all such Registrable Securities requested to be included, provided, however, notwithstanding any other provision of this Agreement, the Company may file such Shelf Registration during the 10-day period but in no event shall the Company cause such Shelf Registration to be declared effective prior to the expiration of such 10-day period. The “Plan of Distribution” section of such offering is first anticipated Form S-3, shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, Block Trades, agented transactions, sales directly into the market, purchases or sales by brokers, hedging transactions and sales not involving a public offering. With respect to commence. If requested by the Sponsor Investorseach Registration Statement, the Company will shall (i) as promptly notify other Holders as practicable after the written request of such Underwritten Block Trade the Shelf Initiating Holders, file a Registration Statement and such notified Holders (each, a “Potential Participant”ii) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best commercially reasonable efforts to cause any Shelf Offering such Registration Statement to occur in accordance with such determinations be declared effective as promptly as practicable. (iv, other than as described in Section 4(a) The Company will, at hereof or if the Registration Statement relating to such request would be required pursuant to the rules and regulations of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary Securities Act to include therein all disclosure any audited or unaudited consolidated or pro forma financial statements that are not then currently available, in which case for each of (i) and language deemed necessary or advisable by the Sponsor Investors to effect (ii), promptly after such Shelf Offeringfinancial statements are available.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) Statement is and remains effective, the Sponsor Investors Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Underwritten Offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire Investor desires to sell Registrable Securities pursuant to an underwritten offeringUnderwritten Offering, then the Sponsor Investors Investor may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire Investor desires to sell pursuant to such underwritten offering Underwritten Offering (the “Shelf Offering”). As promptly as practicableThe number of Shelf Offerings that the Investor may effect pursuant to this Section 1(b) shall not be limited, but in no event later than provided that the number of Underwritten Offerings shall be limited to a total of two (2) Business Days after receipt in any calendar year, it being understood, for the avoidance of doubt, any Underwritten Block Trade (as defined below) effected pursuant to a Shelf Offering Notice, shall be considered an Underwritten Offering for the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offeringpurposes hereof. The Company, subject to Section 1(e1(c) and Section 74, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e1(c), use its reasonable best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire Investor desires to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i1(b)(i), the Sponsor Investors Investor may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d1(b) shall be determined by the Sponsor InvestorsInvestor, and the Company shall use its reasonable best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for At any time that a Shelf Registration Statement is effective, if any Holder or group of Holders delivers a notice to the Company (an “Underwriting Notice”) stating that it intends to effect a “Shelf Underwritten Offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement”) is Statement and remains effective, stating the Sponsor Investors will have Aggregate Offering Price and/or number of the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“be included in the Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offeringUnderwritten Offering, then the Sponsor Investors Company shall amend or supplement the Shelf Registration Statement as may deliver be necessary in order to enable such Registrable Securities to be distributed pursuant to the Company a written notice Shelf Underwritten Offering (a “Shelf Offering Notice”) specifying taking into account the number inclusion of Shelf Registrable Securities that the Sponsor Investors desire to sell by any other Holders pursuant to this Section 2.1(h)(2)); provided, that any Shelf Underwritten Offering must include Registrable Securities in an amount not less than the Minimum Demand Amount. In connection with any Shelf Underwritten Offering: (A) such underwritten offering (proposing Holder(s) shall also deliver the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Underwriting Notice to all other Holders of Shelf and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such Holder notifies the proposing Holders and the Company within 5 Business Days after delivery of the Underwriting Notice to such Holder; (B) in the event that an Underwriter Cutback Condition occurs with respect to the Registrable Securities proposed to be included in the Shelf Underwritten Offering, then (1) the number of Registrable Securities which will be included in the Shelf Underwritten Offering shall only be that number which, in the good faith opinion of the underwriter, can be included without being likely to have been identified a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered or the Common Stock, and (2) each Holder shall be entitled to include Registrable Securities in the Shelf Underwritten Offering pro rata based on the number of Registrable Securities owned by such Holder as selling stockholders a percentage of the number of Registrable Securities owned by all Holders seeking to participate in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Underwritten Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods priority allocation provisions set forth in Section 1(d)(i2.1(h)(5), ; and (C) the Sponsor Investors may notify Underwriting Notice shall state that Holders must respond to the Company of the Underwritten Block Trade not less than two Underwriting Notice within five (25) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participantdelivery thereof. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorInvestors. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (iIf one or more demands made pursuant to Section 2(a) For so long as a registration statement hereof are for a Shelf Registration or any demands are made pursuant to Section 2(i) hereof, the period for which the Shelf Registration Statement in connection with the first Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond one (1) year from the date on which such Shelf Registration Statement initially was declared effective by the Commission and the period for which any subsequent Shelf Registration Statement in connection with the subsequent Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond nine (9) months from the date on which such Shelf Registration Statement initially was declared effective by the Commission (plus, in each case, a “number of Business Days equal to the number of Business Days, if any, that the Shelf Registration Statement is not kept effective (including any days for which the use of the prospectus is suspended pursuant to Section 8(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement”) is and remains effective, if required by the Sponsor Investors will have the right at any time rules, regulations or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver instructions applicable to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, registration form used by the Company will give written notice of for such Shelf Offering Notice Registration or by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to all other furnish to the Holders of Shelf whose Registrable Securities that have been identified as selling stockholders Common Stock is included in such Shelf Registration Statement and are otherwise permitted to sell copies of any such supplement or amendment promptly after its being issued or filed with the Commission. Notwithstanding any other provision in such Shelf Offeringthis Agreement, which such notice a Holder shall only request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsRegistration, and the Company shall use its best efforts only effect a Shelf Registration, if the Company is eligible to cause any file the Shelf Offering to occur in accordance with such determinations as promptly as practicableRegistration Statement on Form S-3 (or a successor form). (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration from a Holder (a “Shelf Registration Request”) and the expiration of the Shelf Registration Participation Deadline (as defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) is of such Shelf Registration Request to all other Holders. The Company, subject to Section 8 hereof, shall include in such Shelf Registration (and remains in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within two Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement filed in accordance with this Section 2(c)(i) to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. (ii) Notwithstanding the rights of each Holder under Section 2(c)(i), subject to the availability of required financial information, as promptly as practicable after the Company becomes eligible to file a Shelf Registration Statement on Form S-3 the Company shall file with the Securities and Exchange Commission a Shelf Registration Statement on Form S-3 that includes in such Shelf Registration Statement (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities held by each Holder. No later than five Business Days prior to the initial filing of the Shelf Registration Statement pursuant to this Section 2(c)(ii), the Company shall give written notice of such filing to each Holder (the “Shelf Registration Filing Notice”). Within two Business Days after the receipt of the Shelf Registration Filing Notice each holder shall send the Company a written notice specifying the number of Registrable Securities then held by each Holder or, at the option of such Holder, a lesser number of Registrable Securities to be included in such Shelf Registration Statement, as well as any additional information requested by the Company pursuant to Section 5(c). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement filed in accordance with this Section 2(c)(ii) to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. (iii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities with a market value of at least $15 million (or such lesser amount if all Registrable Securities available for sale pursuant to such registration statement held by a Holder are requested to be included) shall have the right at any time or from time to time to elect to offer and sell (including pursuant to an underwritten offering (including an underwritten offering “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains effective, and the Company shall pay all Registration Expenses in connection therewith. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver The applicable Holders shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionSecurities. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 10 days after the receipt of a Shelf Offering Notice)Request, but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsHolders of the Registrable Securities that made the Shelf Offering Request), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicableOffering. (iv) The Company willshall, at the request of any Holder of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and remains once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement. (ii) In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities either (a) with a market value of at least $25 million, or (b) that represent at least 10% of the aggregate market value of the Registrable Securities registered pursuant to such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If , so long as the Sponsor Investors desire Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith; provided that the Lead Investor shall have the right at any time and from time to time to elect to sell Registrable Securities pursuant to an underwritten offering, then offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by the Sponsor Investors may deliver Lead Investor. The applicable Holders shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As In the case of an Underwritten Takedown, as promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. The Company, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Registration Statement and are otherwise permitted Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to sell the Company for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within five Business Days after the receipt of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) days ten Business Days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the Holders representing a Majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If Notwithstanding the Sponsor Investors desire foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Company a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Company shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) Notwithstanding the foregoing, if the Lead Investor wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may Lead Investor only needs to notify the Company of the Underwritten Block Trade not less than two (2) block trade Shelf Offering three Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, commence and the Company will shall promptly notify other Holders of such Underwritten Block Trade and such notified other Holders (each, a “Potential Participant”) may must elect whether or not to participate no later than by the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), commence and the Company will shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding that the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Lead Investor Registrable Securities) will be permitted shall use commercially reasonable efforts to participate work with the Company and the underwriters prior to making such request in an Underwritten Block Trade without the written consent order to facilitate preparation of the Sponsor Investor. Any Potential Participant’s request registration statement, prospectus and other offering documentation related to participate in an Underwritten Block Trade shall be binding on the Potential Participantunderwritten block trade. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (ivv) The Company willshall, at the request of Holders representing a Majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as If requested by the Standard General Parties and their Affiliates that are Holders of Registrable Securities and available to the Company, the Company shall use its reasonable best efforts to file a “shelf” registration statement providing for the registration of (a “Shelf Registration”), and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise on Form S-1 (a “Form S-1 Shelf Registration Statement”). The Company shall notify the Holders of Registrable Securities named in the Form S-1 Shelf Registration Statement promptly once the Company confirms effectiveness thereof with the SEC. In the event that the Company qualifies for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Form S-3 Shelf Registration Statement” and, together with a Form S-1 Shelf Registration Statement, a “Shelf Registration Statement”) is and remains effective), the Sponsor Investors will have the right at Company shall use its commercially reasonable efforts to convert any time or from time Form S-1 Shelf Registration Statement to time to elect to sell pursuant to an offering (including an underwritten offering a Form S-3 Shelf Registration Statement. The Standard General Parties and their Affiliates that are Holders of Registrable Securities available for sale pursuant shall be entitled to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to request an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the unlimited number of Shelf Registrations, if available to the Company, with respect to the Registrable Securities held by the Holders and their Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. No Shelf Registration shall count as a Demand Registration for purposes of calculating how many Demand Registrations the Standard General Parties and their Affiliates have initiated pursuant to the provisions of Section 3. (ii) Upon filing any Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing any Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Standard General Parties and their Affiliates that are Holders of Registrable Securities or as otherwise required, until such time as all Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use a previously filed and are otherwise permitted to sell in such effective Form S-3 Registration Statement, the Company shall file a Form S-1 Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) Registration Statement not later than 30 days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice, to require any Holder of Registrable Securities to suspend the use of any Prospectus for sales of Registrable Securities pursuant to a Form S-1 Shelf Registration Statement during the period after the end of the Company’s receipt fiscal quarter and prior to the opening of business on the second Business Day following the first public announcement of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities results for such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to fiscal quarter during which the Company is in possession of material non-public information regarding the results of operations for such quarter (such period, a “Blackout Period”). After the expiration of any Blackout Period and without any further request from the Holders, the Company to the extent necessary shall as promptly as reasonably practicable and, if a Holder has received timely written requests for inclusion. The Company willdelivered a Take-Down Notice during any Blackout Period, the next succeeding Business Day following such expiration, prepare and file a post-effective amendment or supplement to the Form S-1 Shelf Registration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, as expeditiously as possible (and in any event within fourteen (14) days after thereafter delivered to purchasers of the receipt Registrable Securities included therein, the Prospectus will not include an untrue statement of a Shelf Offering Notice)material fact or omit to state any material fact necessary to make the statements therein, but subject to Section 1(e)in the light of the circumstances under which they were made, use its best efforts to consummate such Shelf Offeringnot misleading. (iiiii) If To the Sponsor Investors desire to engage extent the Company is a well-known seasoned issuer (as defined in an underwritten block trade or bought deal pursuant to Rule 405) (a “WKSI”) at the time any Demand Notice for a Shelf Registration Statement is submitted to the Company and such Demand Notice requests that the Company file a Form S-3 Shelf Registration Statement, the Company shall file an automatic shelf registration statement (either through filing as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. 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 or through a take-down from an already existing at the time of filing of the Automatic Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company Statement and shall not elect to pay any portion of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commenceregistration fee on a deferred basis. If requested by the Sponsor Investors, the The Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible shall use its reasonable best efforts to facilitate such Underwritten Block Trade remain a WKSI (and not to become an ineligible Company (as defined in Rule 405)) during the period during which may close as early as two (2) Business Days after any Automatic Shelf Registration Statement is effective. If at any time following the date filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it commences); provided further thatis not a WKSI, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its reasonable best efforts to cause any post-effectively amend the Automatic Shelf Offering Registration Statement to occur a Form S-3 Shelf Registration Statement or file a new Form S-3 Shelf Registration Statement or, if such form is not available, a Form S-1 Shelf Registration Statement, have such Shelf Registration Statement declared effective by the SEC and keep such Shelf Registration Statement effective during the period during which such Shelf Registration Statement is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement and the Standard General Parties notify the Company that it wishes to engage in a block sale off of such determinations as promptly as practicable. (iv) The an Automatic Shelf Registration Statement and the Company willdoes not have an Automatic Shelf Registration Statement related to the Registrable Securities, at the request Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three days of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable such notification by the Sponsor Investors to effect such Shelf OfferingStandard General Parties.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, each of the Sponsor Investors Majority NAVER Holders and the Majority LY Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If either of the Sponsor Investors Majority NAVER Holders or the Majority LY Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors such Holders may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. For purposes of clarity, any Shelf Registration effected pursuant to Section 1(d) shall not be counted against the number of Long-Form Registrations permitted under Section 1(a). (ii) If the Sponsor Investors Majority NAVER Holders or the Majority LY Holders desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors such Holders may notify the Company of the Underwritten Block Trade (such notifying Holders, the “Block Trade Initiating Holders”) not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by Upon receiving such notice of the Sponsor InvestorsUnderwritten Block Trade from the Block Trade Initiating Holders, the Company will promptly notify the other Principal Holders and, only if requested by the Block Trade Initiating Holders, all other Holders, of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsBlock Trade Initiating Holders), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securitiesa Principal Holder) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorBlock Trade Initiating Holders. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor InvestorsApplicable Approving Party, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsNAVER Holders or LY Holders, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors such Holders to effect such Shelf Offering.

Shelf Registrations. (i) If the Partnership, pursuant to the request of ▇▇▇▇▇ ▇▇▇▇▇, is qualified to and has filed with the SEC a Shelf Registration Statement, then, subject to the Securities Act and applicable rules and regulations thereunder, the Partnership shall use best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Partnership shall cause such Shelf Registration Statement to remain effective for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act, and (ii) the date as of which the holder(s) of the Registrable Securities included in such Shelf Registration Statement (assuming such holder(s) are Affiliates of the Partnership) are able to sell all of the Registrable Securities included in such registration within a 90-day period in compliance with Rule 144 under the Securities Act. (ii) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) Statement is and remains effective, the Sponsor Investors will ▇▇▇▇▇ ▇▇▇▇▇ shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement Shelf Registration Statement (“Shelf Registrable Securities”). If the Sponsor Investors desire ▇▇▇▇▇ ▇▇▇▇▇ desires to sell Shelf Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may ▇▇▇▇▇ ▇▇▇▇▇ shall deliver to the Company Partnership a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days business days after receipt of a Shelf Offering Notice, the Company Partnership will give written notice of such Shelf Offering Notice to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The CompanyPartnership, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company Partnership has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder if Registrable Securities) within three business days after the receipt of the Shelf Offering Notice. The Company Partnership will, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e1(i), use its best efforts to consummate facilitate such Shelf Offering. (iiiii) If the Sponsor Investors desire ▇▇▇▇▇ ▇▇▇▇▇ wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i1(d)(ii), the Sponsor Investors may ▇▇▇▇▇ ▇▇▇▇▇ will notify the Company Partnership of the Underwritten Block Trade not less than two (2) Business Days three business days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company The Partnership will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days business days after the date it commences); provided that ▇▇▇▇▇ ▇▇▇▇▇ shall use commercially reasonable efforts to work with the Partnership and counsel to 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; provided further that, notwithstanding the provisions of Section 1(d)(i)) and any other provision of this Agreement, no Holder holder of Registrable Securities (other than Holders holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant▇▇▇▇▇ ▇▇▇▇▇. (iiiiv) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors▇▇▇▇▇ ▇▇▇▇▇, and the Company Partnership shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (ivv) The Company Partnership will, at the request of the Sponsor Investors▇▇▇▇▇ ▇▇▇▇▇, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors ▇▇▇▇▇ ▇▇▇▇▇ to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors Requesting Holder will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire Requesting Holder desires to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may they shall deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of the Shelf Registrable Securities that have been identified as selling stockholders shareholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e1(f) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusioninclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within fourteen twenty (1420) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e1(f), use its best efforts to consummate facilitate such Shelf Offering. (ii) If the Sponsor Investors desire Requesting Holder wishes to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i1(e)(i), the Sponsor Investors may such Requesting Holder will notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the The Company will promptly (and in any event within two (2) Business Days) notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor InvestorsRequesting Holder), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d1(e) shall be determined by the Sponsor InvestorsRequesting Holder, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor InvestorsRequesting Holder, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors Requesting Holder to effect such Shelf Offering. (v) Except with the consent of the Majority Holders, no Investor may deliver a Shelf Offering Notice hereunder if (x) a Selling Opportunity for such Investor has occurred during the ninety (90) days prior to the date any such Investor would have (but for this clause (x)) delivered a Shelf Offering Notice or (y) the Majority Holders have provided notice to such Investor in good faith that they intend to consummate a Selling Opportunity within thirty (30) days after the date when (but for this clause (y)) such Investor would have delivered a Shelf Offering Notice.

Shelf Registrations. (ia) For so long Holdings shall as soon as reasonably practicable, but in any event within thirty (30) days after the Closing Date (as defined in the Business Combination Agreement), file with the Commission a registration statement under the Securities Act for a Shelf Registration the shelf registration (a “Shelf Registration Statement”) is covering, subject to Section 3.3, the public sale or resale of all of the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis. Holdings shall use its commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the initial filing of such Shelf Registration Statement, and remains once effective, Holdings shall cause such Shelf Registration Statement to remain continuously effective for such time period ending on the Sponsor Investors will earliest of (i) the third anniversary of the initial effective date of such Shelf Registration Statement, (ii) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (iii) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. In order for any Holder to be named as a selling security holder in such Shelf Registration Statement, Holdings may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law. (b) At any time from time to time after the effectiveness of a Shelf Registration Statement, subject to any lock-up restrictions, Holders of Registrable Securities shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire The applicable Holders shall make such election by delivering to sell Registrable Securities pursuant Holdings at least ten (10) Business Days prior to an underwritten offering, then the Sponsor Investors may deliver to the Company such offering a written notice request (a “Shelf Offering NoticeRequest”) specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering and the expected price range (net of any underwriting discounts and commissions) of such offering (the “Shelf Offering”); provided that, in the event such Shelf Offering is an Underwritten Takedown, Holdings shall only be obligated to effect such Underwritten Takedown if such offering shall include Shelf Registrable Securities proposed to be sold by the Holder, either individually or together with other Holders, with an anticipated aggregate offering price, before deduction of underwriting discounts and commissions, of at least $20 million. As The applicable Holders shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to Holdings’ prior approval which shall not be unreasonably withheld, conditioned or delayed. In the case of an Underwritten Takedown, as promptly as reasonably practicable, but in no event later than two five (25) Business Days after receipt of a Shelf Offering NoticeRequest, the Company will Holdings shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. Holdings shall include in such Shelf Registration Statement and are otherwise permitted Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to sell Holdings for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within five (5) Business Days after the receipt of in the Shelf Offering Notice. Holdings shall, as expeditiously as possible, use its commercially reasonable efforts to facilitate such Shelf Offering. The CompanyNotwithstanding the foregoing, subject Holdings is not obligated to effect (i) more than an aggregate of three (3) Underwritten Takedowns pursuant to this Section 1(e2.3(b) and in any 12-month period, (ii) more than an aggregate of five (5) Underwritten Takedowns pursuant to this Section 72.3(b) in total, will include in such Shelf Offering all or (iii) an Underwritten Takedown pursuant to this Section 2.3(b) within 90 days after the closing of any public offering of equity securities by Holdings. (c) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities with respect that does not constitute an Underwritten Takedown, the Holder shall deliver to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of Holdings a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less Request no later than two (2) Business Days prior to the day expected date of the sale of such Shelf Registrable Securities, and Holdings shall use its reasonable efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable to the extent necessary in order to enable such offering is first anticipated to commence. If requested by take place in accordance with the Sponsor Investors, the Company will promptly notify other Holders terms of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participantthis Agreement. (iiid) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company willHoldings shall, at the reasonable request of Holders representing a majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement, any post-effective amendments amendments, or incorporation by reference any required information and otherwise take any action necessary to include therein all disclosure and language deemed reasonably necessary or advisable by in the Sponsor Investors opinion of counsel of such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors holders of Investor Registrable Securities will have the right right, subject to the written consent of the ▇▇▇▇ Investor, at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If Subject to the Sponsor Investors immediately preceding sentence, if the applicable holders of Investor Registrable Securities desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors such holders may deliver to the Company Corporation a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors such holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company Corporation will give written notice of such Shelf Offering Notice to all other Holders holders of Shelf Registrable Securities that have been identified as selling stockholders shareholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder holder specify, within seven (7) days two Business Days after the CompanyCorporation’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder holder desires to be disposed of in such Shelf Offering. The CompanyCorporation, subject to Section 1(e2(d) and Section 78(a), will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company Corporation has received timely written requests for inclusion. The Company Corporation will, as expeditiously as possible (and in any event within fourteen (14) 14 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e2(d), use its best efforts to consummate such Shelf Offering. (ii) If Subject to the Sponsor Investors written consent of the ▇▇▇▇ Investor, if one or more holders of Investor Registrable Securities desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i2(i)(i), the Sponsor Investors such holders may notify the Company Corporation of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investorssuch holders, the Company Corporation will promptly notify other Holders holders of such Underwritten Block Trade and such notified Holders holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investorssuch holders), and the Company Corporation will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i2(i)(i), no Holder holder (other than Holders of Sponsor Investor Registrable Securitiesthe ▇▇▇▇ Investor) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor ▇▇▇▇ Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d2(i) shall be determined by subject to the Sponsor Investorsapproval of the ▇▇▇▇ Investor, if participating in such Shelf Offering, and the Company Corporation shall use its best efforts to cause any such Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company Corporation will, at the request of any holders of Investor Registrable Securities included in any Shelf Offering, subject to the Sponsor Investorswritten consent of the ▇▇▇▇ Investor, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors such holders to effect such Shelf Offering. (v) If the Corporation files any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the holders of Registrable Securities, and none of the holders of Investor Registrable Securities request that their Registrable Securities be included in such Shelf Registration Statement, the Corporation agrees that, at the request of such holders, it will include in such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order to ensure that such holders may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. If the Corporation has filed any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the holders of Registrable Securities, the Corporation shall, at the request of any holders of Investor Registrable Securities, subject to the written consent of the ▇▇▇▇ Investor, file any post-effective amendments necessary to include therein all disclosure and language necessary to ensure that the holders of Registrable Securities may be added to such Shelf Registration Statement.

Shelf Registrations. (i) For so long On the first day of the calendar month immediately following the first anniversary of the loanDepot IPO, or as promptly as practicable after, the Company shall (A) if the Company is then-eligible to use any applicable short-form registration statement, file with the SEC one or more Short-Form Registrations, including an Automatic Shelf Registration Statement if permissible, or (B) if the Company is not eligible to use any applicable short-form registration statement at such time, use its commercially reasonable efforts to file with the SEC one or more Long-Form Registrations, in each case, covering the offer and sale of all Registrable Securities, which includes, for the avoidance of doubt, the offer and exchange of all Class A Shares deliverable by the Company from time to time to holders of Registrable Securities in exchange for such holders’ Holdco Units and Class B Shares or Class C Shares, as applicable, pursuant to the Holdings LLC Agreement (a registration statement for such offer and exchange by the Company, the “Required Shelf Registration Statement”). The Company shall pay all Registration Expenses in connection with the Required Shelf Registration Statement whether or not it has become effective. (ii) As promptly as practicable after the Company receives written notice of a request for a Shelf Registration, the Company shall file with the SEC a registration statement under the Securities Act for the Shelf Registration (a “Demand Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Any Demand Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Required Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through are referred to herein each as a take-down from an already existing “Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the ” The Company shall use its reasonable best efforts to cause any Shelf Offering Registration Statement to occur be declared effective under the Securities Act as soon as practicable after filing, and once effective, the Company shall cause such Shelf Registration Statement (A) in accordance with the case of a Demand Shelf Registration Statement, to remain continuously effective for such determinations time period as promptly as practicable. is specified in such request; provided that for a Demand Shelf Registration Statement other than an Automatic Shelf Registration Statement (ivwhich will be subject to Section 5(a)(xxiii) The Company will, at instead) such requested time period shall not be longer than the request period ending on the earliest of (x) the third anniversary of the Sponsor Investorseffective date of such Shelf Registration Statement, file (y) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (z) the date as of which there are no longer any prospectus supplement or any post-Registrable Securities covered by such Shelf Registration Statement in existence and (B) in the case of the Required Shelf Registration Statement (which shall not be subject to Section 5(a)(xxiii) even if in the form of an Automatic Shelf Registration Statement), to remain continuously effective amendments and otherwise take any action necessary to include therein (including by filing a new Shelf Registration Statement, if necessary) until the earlier of (x) the date on which all disclosure and language deemed necessary or advisable Registrable Securities covered by the Sponsor Investors Required Shelf Registration Statement have been sold pursuant to effect the Required Shelf Registration Statement and (y) the date as of which there are no longer in existence any Registrable Securities covered by the Required Shelf Registration Statement; provided that nothing set forth herein shall require the Company to file a new Shelf Registration Statement or to keep effective the Required Shelf Registration Statement at any time during which the Company is ineligible to use a Short-Form Registration; provided further that at such Shelf Offeringtime, pursuant to Section 2(c), the Company shall use its reasonable best efforts to become and remain qualified to use Short-Form Registrations.

Shelf Registrations. (ia) For so long SPAC shall as soon as reasonably practicable, but in any event within 30 days after the Closing Date (as defined in the Business Combination Agreement), file with the Commission a registration statement under the Securities Act for a Shelf Registration the shelf registration (a “Shelf Registration Statement”) is covering, subject to Section 3.3 hereof, the public sale or resale of all of the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis. SPAC shall use its commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the initial filing of such Shelf Registration Statement, and remains once effective, SPAC shall cause such Shelf Registration Statement to remain continuously effective for such time period ending on the Sponsor Investors will earliest of (i) the third anniversary of the initial effective date of such Shelf Registration Statement, (ii) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (iii) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. In order for any Holder to be named as a selling security holder in such Shelf Registration Statement, SPAC may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law. (b) At any time from time to time after the effectiveness of a Shelf Registration Statement, subject to any lock-up restrictions, Holders of Registrable Securities shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“”Shelf Registrable Securities”). If the Sponsor Investors desire The applicable Holders shall make such election by delivering to sell Registrable Securities pursuant SPAC at least 10 Business Days prior to an underwritten offering, then the Sponsor Investors may deliver to the Company such offering a written notice request (a “Shelf Offering NoticeRequest”) specifying the number of Shelf Registrable Securities that the Sponsor Investors such Holders desire to sell pursuant to such underwritten offering and the expected price range (net of any underwriting discounts and commissions) of such offering (the “Shelf Offering”); provided that, in the event such Shelf Offering is an Underwritten Takedown, SPAC shall only be obligated to effect such Underwritten Takedown if such offering shall include Shelf Registrable Securities proposed to be sold by the Holder, either individually or together with other Holders, with an anticipated aggregate offering price, before deduction of underwriting discounts and commissions, of at least $20 million. As The applicable Holders shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to SPAC’s prior approval, which shall not be unreasonably withheld, conditioned or delayed. In the case of an Underwritten Takedown, as promptly as reasonably practicable, but in no event later than two (2) five Business Days after receipt of a Shelf Offering NoticeRequest, the Company will SPAC shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders Securities. SPAC shall include in such Shelf Registration Statement and are otherwise permitted Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to sell SPAC for inclusion in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed sold by such Holder) within five Business Days after the receipt of in the Shelf Offering Notice. SPAC shall, as expeditiously as possible, use its commercially reasonable efforts to facilitate such Shelf Offering. The CompanyNotwithstanding the foregoing, subject SPAC is not obligated to effect (i) more than an aggregate of three Underwritten Takedowns pursuant to this Section 1(e2.3(b) and in any 12-month period, (ii) more than an aggregate of five Underwritten Takedowns pursuant to this Section 72.3(b) in total, will include in such Shelf Offering all or (iii) an Underwritten Takedown pursuant to this Section 2.3(b) within 90 days after the closing of any public offering of equity securities by SPAC. (c) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities with respect that does not constitute an Underwritten Takedown, the Holder shall deliver to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of SPAC a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less Request no later than two (2) Business Days prior to the day expected date of the sale of such Shelf Registrable Securities, and SPAC shall use its reasonable efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable to the extent necessary in order to enable such offering is first anticipated to commence. If requested by take place in accordance with the Sponsor Investors, the Company will promptly notify other Holders terms of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participantthis Agreement. (iiid) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company willSPAC shall, at the reasonable request of Holders representing a majority of the Sponsor InvestorsRegistrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement, any post-effective amendments amendments, or incorporation by reference any required information and otherwise take any action necessary to include therein all disclosure and language deemed reasonably necessary or advisable by in the Sponsor Investors opinion of counsel of such Holders to effect such Shelf Offering.

Shelf Registrations. (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. (ii) If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor InvestorInvestors. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors to effect such Shelf Offering.

Shelf Registrations. (i) For so long Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, the Company shall file with the SEC a registration statement under the Securities Act for a the Shelf Registration (a “Shelf Registration Statement”) is ). The Company shall use its best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and remains once effective, the Sponsor Investors will Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, unless Holdings instructs the Company otherwise in writing, prior to expiration of the Holdback Period, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities held by Holdings (or such other number of Registrable Securities specified in writing by Holdings) to enable such Shelf Registration Statement to be filed with the SEC as soon as practicable after the expiration of the Holdback Period. (ii) In the event that a Shelf Registration Statement is effective, the holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. If The holders of a majority of the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver covered by such Shelf Registration Statement shall make such election by delivering to the Company a written notice request (a “Shelf Offering NoticeRequest”) for such offering specifying the number of Shelf Registrable Securities that the Sponsor Investors holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days business days after receipt of a Shelf Offering NoticeRequest, the Company will shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Notice Request to all other Holders holders of Shelf Registrable Securities. The Company, subject to Sections 1(e) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have been identified as selling stockholders made a written request to the Company for inclusion in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, Offering (which such notice request shall request that each such Holder specify, within seven (7) days after the Company’s receipt of the Shelf Offering Notice, specify the maximum number of Shelf Registrable Securities such Holder desires intended to be disposed of in by such Shelf Offering. The Company, subject to Section 1(eHolder) and Section 7, will include in such within seven days after the receipt of the Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusionNotice. The Company willshall, as expeditiously as possible (and in any event within fourteen (14) 20 days after the receipt of a Shelf Offering Notice)Request, but subject unless a longer period is agreed to Section 1(eby the holders of a majority of the Registrable Securities that made the Shelf Offering Request), use its best efforts to consummate facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiiii) If Notwithstanding the Sponsor Investors desire foregoing, if the holders of a majority of the Registrable Securities wish to engage in an underwritten block trade or bought deal pursuant to off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the foregoing time periods set forth in Section 1(d)(i)periods, the Sponsor Investors may such Holders only need to notify the Company of the Underwritten Block Trade not less than block trade Shelf Offering two (2) Business Days business days prior to the day such offering is first anticipated to commence. If requested commence (unless a longer period is agreed to by the Sponsor Investors, holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall promptly notify other Holders holders of such Underwritten Block Trade Registrable Securities and such notified Holders (each, a “Potential Participant”) may other holders of Registrable Securities must elect whether or not to participate no later than by the next Business Day business day (i.e. one (1) Business Day business day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company will shall as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade offering (which may close as early as two (2) Business Days three business days after the date it commences); provided further that, notwithstanding that the provisions holders of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent a majority of the Sponsor Investor. Any Potential Participant’s Registrable Securities shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to participate in an Underwritten Block Trade shall be binding on facilitate preparation of the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering registration statement, prospectus and as other offering documentation related to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicableunderwritten block trade. (iv) The Company willshall, at the request of the Sponsor Investorsholders of a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or or, if the applicable Shelf Registration Statement 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 advisable by the Sponsor Investors holders of a majority of the Registrable Securities to effect such Shelf Offering.

Shelf Registrations. (ia) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is At any time on or after the first anniversary of the IPO Date, and remains effectivebefore the tenth anniversary of the IPO Date, the Sponsor Investors will have the right at any time Holder or from time to time to elect to sell pursuant to an offering (including an underwritten offering Holders of Ordinary Shares which are, or would be upon exercise of Class A or Class B Warrants, Registrable Securities available may (by written notice to the Company) require registration of all or any portion of such Registrable Securities for sale pursuant to such registration statement (“Shelf Registrable Securities”)in open market transactions or negotiated block trades. If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Within ten Business Days after its receipt of a Shelf Offering Noticesuch notice, the Company will shall give written notice of such Shelf Offering Notice request to all other Holders, and all such Holders of Shelf shall have the right to have any or all Registrable Securities that have been identified owned by them included in the requested registration as selling stockholders they shall specify in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such a written notice shall request that each such Holder specify, received by the Company within seven (7) days ten Business Days after the Company’s receipt 's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the requested registration of the Shelf Offering Notice, the maximum aggregate number of Shelf Registrable Securities such Holder desires proposed to be disposed of included by all Holders in such Shelf Offering. The Company, subject this registration. (b) If any request for registration shall have been made pursuant to Section 1(esubsection (a) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company willshall prepare and file a Registration Statement with the SEC as promptly as reasonably practicable, as expeditiously as possible (and but in any event within fourteen (14) 45 days after the receipt expiration of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offeringthe ten Business Day period within which the Holders may request inclusion in the registration. (iic) The Company shall have no obligation to file a Registration Statement pursuant to this Section earlier than 180 days after the effective date of any earlier Registration Statement filed pursuant to this Agreement. (d) The Holders of a majority of Registrable Securities requested to be included in any registration pursuant to this Section may elect by written notice to the Company not to proceed with such registration, in which case the Company will not be obligated to proceed therewith. If the Sponsor Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(d)(i)Holders so elect, the Sponsor Investors may notify Holders that shall have requested Registrable Securities to be included in the registration shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (e) No registration of Registrable Securities under this Section shall relieve the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. If requested by the Sponsor Investors, the Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding the provisions of Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be permitted to participate in an Underwritten Block Trade without the written consent of the Sponsor Investor. Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant. (iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. (iv) The Company will, at the request of the Sponsor Investors, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Sponsor Investors obligation to effect such Shelf Offeringregistrations of Registrable Securities under Sections 2 and 4.