Common use of Block Trades; Other Coordinated Offerings Clause in Contracts

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $20.0 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four (4i) one (1) Block Trade pursuant to this Section 2.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 subsection 2.2.3 and Section 3.4, at any time and from time to time when an effective Registration Statement shelf registration statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) consisting of Registrable Securities (x) with a total offering price reasonably expected to exceed $25,000,000 or (y) representing all remaining Registrable Securities held by the Holders or (b) an “at the market” or similar non-marketed, non-underwritten registered offering through a broker, sales agent or distribution agent, whether as agent or principal, which shall not require the delivery of any comfort letters, execution of an underwriting agreement or the conducting of any underwriter due diligence (an “Other Coordinated Offering”), in each casethen, with a total offering price reasonably expected to exceed, in the aggregate, $25 million, then if provided that such Demanding Holder requires any assistance from notifies the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and commence, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage , including, (a) in the event of a Block Trade or Other Coordinated Offering shall use commercially reasonable efforts Trade, the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence, subject to work with receipt by the Company Company, its auditors and any Underwriters or brokers, sales agents or placement agents legal counsel of representation and documentation by such persons to permit the delivery of such comfort letter and legal opinions and (each, a “Financial Counterparty”b) prior to making such request in order to facilitate preparation the event of the registration statement, prospectus and other offering documentation related to the Block Trade or an Other Coordinated Offering, the provision of any customary “legend removal” legal opinions in accordance with Section 5.3. 2.3.2 (b) Prior to the filing pricing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a any Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated OfferingOffering for any or no reason whatsoever. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.5. 2.3.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 except as provided in subsection 2.2.3, subsection 2.4.1 through subsection 2.4.4 shall not apply to a any Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this AgreementOffering. 2.3.4 (d) The Demanding Holder in Holder(s) initiating a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4e) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 subsection 2.4.5 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $10 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.9.1 Notwithstanding any other provision of this Article 2, the foregoing (but subject to Sections 2.4 and Section 3.4), at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder or the Sponsor wishes to engage in (a) an underwritten or other coordinated registered offering not involving a “roadshow,” including (i) an offer commonly known as a “block trade” (a “Block Trade”) or and (bii) an “at the at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, $25 millioneither (x) US$ 25,000,000 or (y) where the Demanding Holder is a Significant Holder or the Sponsor, all remaining Registrable Securities held by such Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly and any Significant Holders and the Sponsor of the Block Trade or Other Coordinated Offering at least five (5) business days Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or the Other Coordinated OfferingOffering and any related due diligence and comfort procedures, in accordance with subsections 3.1.11 and 3.1.12. 2.3.2 2.9.2 Prior to the filing of the applicable “red xxxxxxx” prospectus Prospectus or prospectus supplement used in connection with a Block Trade or an Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or an Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.9.2. A Block Trade or Other Coordinated Offering withdrawn pursuant to this Section 2.9.2 shall nonetheless be counted as a demand for purposes of Section 2.9.5. 2.3.3 Notwithstanding anything 2.9.3 Only Significant Holders or the Sponsor may exercise Piggyback Registration rights in connection with a Block Trade; with respect to the contrary in this Agreementany other Holders from time to time, Section 2.2 2.8 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. Notwithstanding the time periods provided for in Section 2.8, in a Significant Holder’s or the Sponsor’s exercise of Piggyback Registration rights in connection with a Block Trade, the Company and the initiating Holder(s) shall not be obligated to include such Significant Holder’s or the Sponsor’s Registrable Securities in such Block Trade unless requested to do so in writing within the Business Day immediately following the date on which notice of the Block Trade is given pursuant to subsection 2.9.1. 2.3.4 2.9.4 The Demanding Holder initiating Holder(s) in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder 2.9.5 Holders in the aggregate may demand no more than one (1) Block Trade or Other Coordinated Offering pursuant to this Section 2.9 in any three (3) month period, and no more than four (4) Block Trades or Other other Coordinated Offerings pursuant to this Section 2.3 in any 2.9 within the first twelve (12) month periodmonths following the Closing. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.9 shall not be counted as a demand for an Underwritten Offering pursuant to Takedown for purposes of subsection 2.1.3 hereof2.4.3.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, at any time and from time to time following the expiration of the Lock-up Period, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections Section 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, $US$25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and and, as promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon submit a written notification notice of withdrawal to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement2.3. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Form F-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” (including without limitation a same day trade, overnight trade or similar transaction) off of such Form F-3 Shelf, an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering off of such Form F-3 Shelf through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $30 million in the aggregate, net of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, provided that the total offering price is reasonably expected to exceed $25 million10 million in the aggregate, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month 12)-month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, be at least $100.0 million in the aggregate, aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder that in any event is reasonably expected to have a total offering size of $25 50.0 million, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially their reasonable best efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. The Holders of other Registrable Securities shall not be entitled to notice of such Block Trade or Other Coordinated Offering and shall not be entitled to participate in such Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection Section 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4i) one (1) Block Trade or Other Coordinated Offering pursuant to this Section 2.3 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.32.4, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.22.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 2.4 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 2.1.5 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2ARTICLE II, but subject to Sections 2.4 and 3.4Section 3.5, at any time and from time to time when an effective shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes or Holders desire to engage in effect (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), and, in each case, with a total the Registrable Securities subject to such request have an anticipated aggregate offering price reasonably expected price, net of Selling Expenses, of at least $10,000,000, the Demanding Holders shall provide written notice to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day date such offering is to commence and Block Trade or Other Coordinated Offering will commence. As promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or brokers, sales agents or placement agents (each, a “Financial Counterparty”Other Coordinated Offering) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.22.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a one or more Demanding Holder Holders pursuant to Section 2.3 of this Agreement. 2.3.4 The 2.4.4 A majority-in-interest of the Demanding Holder Holders in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For Notwithstanding anything herein to the avoidance of doubtcontrary, any a Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown effected pursuant to subsection 2.1.3 hereof2.1.3.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article Clause 2, but subject to Sections 2.4 and Clause 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “"roadshow,” " an offer commonly known as a “"block trade” " (a “"Block Trade”) "), or (b) an “"at the market” " or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “"Other Coordinated Offering”"), in each case, (x) with a total offering price reasonably expected to exceed, exceed $20 million in the aggregate, $25 millionnet of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “"red xxxxxxx” hxxxxxx" prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection Clause 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.3.4 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section Clause 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section Clause 2.3 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Clause 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Section 2,4, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering (whether firm commitment or otherwise) not involving a “roadshow,road show” an offer or other substantial marketing efforts prior to pricing (commonly known referred to as a “block trade” (a “Block Trade”) or (b) an otherwise coordinated “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly Purchaser of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is expected to commence commence, and the Company Purchaser shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company Purchaser and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 The Purchaser may facilitate a Block Trade or Other Coordinated Offering if it determines that sufficient shares shall be traded by any Holder or Holders that would be more efficiently traded as a block trade. 2.4.3 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a notice to the Company, Purchaser and the Underwriter or Underwriters (Underwriter(s) if any) and Financial Counterparty (if any) , of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company Purchaser shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering block trade prior to its withdrawal under this subsection 2.3.2Section 2.4.3. 2.3.3 2.4.4 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Section 2.3 of this Agreement2.4. 2.3.4 2.4.5 The Demanding Holder in a Block Trade or Other Coordinated Offering Purchaser shall have the right to select the Underwriters Underwriters, and Financial Counterparty brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (Offering, in each case, which shall consist of one or more reputable nationally recognized investment banks)bank. 2.3.5 2.4.6 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in the aggregate, either (x) at least $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. For the avoidance of doubt, nothing in this Agreement is intended to limit a Holder’s ability to engage in broker-initiated or similar trades that are not underwritten offerings. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four one (41) Block Trades Trade or Other Coordinated Offerings Offering pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshowroad show,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (i) $25 million15 million or (ii) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided provided, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such a Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon submit a written notification to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and and/or Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in Notwithstanding the aggregate may demand no foregoing, the Company is not obligated to effect more than an aggregate of four (4) Block Trades or Other Coordinated Offerings pursuant demanded by the Sponsor and is not obligated to this Section 2.3 in any twelve (12) month periodeffect a Block Trade or Other Coordinated Offerings within ninety days after the closing of an Underwritten Offering, Block Trade or Other Coordinated Offering. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 2.1.4 hereof. Notwithstanding the foregoing, if the Sponsor has used the maximum amount of Block Trades and Coordinated Offerings it is entitled to make pursuant to this subsection 2.3.5 at a time in which it is entitled to demand an Underwritten Offering under subsection 2.1.4, such Demanding Holder shall be entitled to demand the Company effect a Block Trade or Other Coordinated Offering in accordance with Section 2.3 in lieu of an Underwritten Offering (which, for the avoidance of doubt, shall count towards the aggregate amount of Underwritten Offerings the Sponsor is entitled to demand pursuant to Section 2.1.4); provided that such Block Trade or Other Coordinated Offering shall not be within ninety days of the closing of another Block Trade, Other Coordinated Offering or Underwritten Demand Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $50 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder; provided that the total offering price is reasonably expected to exceed $10 million in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 2.3 and 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, either the lesser of (x) $25 million10 million and (y) all remaining Registrable Securities held by the Demanding Holder, then if notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures, in accordance with Sections 3.1.11 and 3.1.12. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Any Registration effected pursuant to this Section 2.4 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in the last sentence of Section 2.1.4. Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering Company shall have the right to select consent to the Underwriters and Financial Counterparty any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall which consent will not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereofunreasonably withheld, conditioned or delayed.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $10 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four (4i) one (1) Block Trade pursuant to this Section 2.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” an offer commonly known as a “block trade” two (2)-day or less marketing period (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections Section 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and and, as promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon submit a written notification notice of withdrawal to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 2.1.2 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 2.4 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, ARTICLE IV but subject to Sections 2.4 and 3.4ARTICLE III, at any time and from time to time when an effective Shelf Registration Statement is on file with the CommissionSEC, if a Demanding Holder Stockholder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $25.0 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Stockholder, then if such Demanding Holder requires any assistance from the Company pursuant Stockholder only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders Stockholder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders Stockholders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon submit written notification notice to the Company, the Underwriter underwriter or Underwriters underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 4.4(b). 2.3.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 4.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder Stockholder pursuant to Section 2.3 of this Agreement. 2.3.4 (d) The Demanding Holder Stockholder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder (e) Stockholders in the aggregate may demand no more than four (4i) one (1) Block Trade pursuant to this Section 4.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 4.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 4.4 shall not be counted as a demand for an Underwritten Offering Demand Registration pursuant to subsection 2.1.3 Section 4.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Agreement, at any time from and from time to time when an effective after the Effective Date of the Registration Statement is on file with the CommissionStatement, if a Demanding Holder one or more Holders wishes to engage in (ai) an underwritten registered offering Underwritten Offering with the assistance of the Company not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (bii) an “at the market” or similar registered offering with assistance of the Company through a broker, sales agent, distribution agent or distribution placement agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 million, then if such Demanding Requesting Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided provided, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work coordinate with the Company and any Underwriters or underwriters, brokers, sales agents, distribution agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 (b) Prior to the filing of the any applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Requesting Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter underwriter or Underwriters underwriters (if any) and Financial Counterparty any brokers, sales agents, distribution agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.02 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Requesting Holder pursuant to Section 2.3 of this Agreement. 2.3.4 (d) The Demanding Company shall not notify any other holder of Common Stock of any proposed Block Trade or Other Coordinated Offering under this Section 2.04 and will not give them the opportunity to participate in any such Block Trade or Other Coordinated Offering. (e) The Requesting Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters Managing Underwriter and Financial Counterparty (if any) any brokers, sales agents or placement agents for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 (f) A Demanding Requesting Holder in the aggregate may demand no more than four (4) two Underwritten Offerings, Block Trades or Other Coordinated Offerings pursuant to Section 2.03(a) or this Section 2.3 in any twelve 2.04 (12) month period. For the avoidance of doubtand no more than one Underwritten Offering, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereofin any 90-day period).

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder Investor wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Investor, then if such Demanding Holder requires any assistance from the Company pursuant Investor only needs to this Section 2.3, such Holder shall notify the Company promptly Holdco of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company Holdco shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders Investors representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company Holdco and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders Investors initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the CompanyHoldco, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company Holdco shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder Investor pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder Investor in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder Investor in the aggregate may demand no more than four (4i) one (1) Block Trade pursuant to this Section 2.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in the aggregate, either (x) at least $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. For the avoidance of doubt, nothing in this Agreement is intended to limit a Holder’s ability to engage in broker-initiated or similar trades that are not underwritten offerings. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder Holders representing a majority of the Registrable Securities wishing to engage in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50.0 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective shelf Registration Statement is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder wishes to engage in (a) Block Trade or an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in wherein each case, with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed, in the aggregate, exceed $25 million30,000,000, then if notwithstanding any other time periods in this Article II, such Demanding Holder requires any assistance from Holders shall provide written notice to the Company pursuant at least five (5) Business Days prior to this Section 2.3, the date such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; , provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the requesting such Block Trade or Other Coordinated Offering shall use commercially their reasonable best efforts to work with the Company and any Underwriters or the Underwriter(s), brokers, sales agents agents, or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures. In the event of a Block Trade or Other Coordinated Offering. 2.3.2 , and after consultation with the Company, the Demanding Holders and the Requesting Holder(s) (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter Underwriter(s) and any brokers, sales agents or Underwriters placement agents (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to Section 2.5. Each of (i) the contrary in this AgreementSponsor, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have Sponsor Members, and SPAC Anchor Investors (taken together) and (ii) the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate Company Shareholder may demand no more than four (4) an aggregate of two Block Trades or and Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly New PubCo of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company New PubCo shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company New PubCo and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the CompanyNew PubCo, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company New PubCo shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, ARTICLE IV but subject to Sections 2.4 and 3.4ARTICLE III, at any time and from time to time when an effective Shelf Registration Statement is on file with the CommissionSEC, if a Demanding Holder Stockholder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $25.0 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Stockholder, then if such Demanding Holder requires any assistance from the Company pursuant Stockholder only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders Stockholder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders Stockholders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon submit written notification notice to the Company, the Underwriter underwriter or Underwriters underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 4.4(b). 2.3.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 4.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder Stockholder pursuant to Section 2.3 of this Agreement. 2.3.4 (d) The Demanding Holder Stockholder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder (e) Stockholders in the aggregate may demand no more than four (4i) one (1) Block Trade pursuant to this Section 4.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 4.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article Section 2, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an applicable Lock-Up Period is not in effect and when an effective Registration Statement Shelf is on file with the CommissionSEC, if a any Demanding Holder wishes to engage in (ai) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (bii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price price, either individually or together with other Demanding Holders, reasonably expected to exceed, exceed $50 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five ten (510) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority majority-in-interest of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3.4 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade, or Other Coordinated Offering or Demanding Holders representing a majority-in-interest of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering Offering, shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering a Shelf Underwriting pursuant to subsection 2.1.3 Section 2.3.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4the foregoing, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder requires any assistance from the Company pursuant need only to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $30 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of anything contained in this Article 2, but subject to Sections 2.4 and 3.4Section 3, at any time and from time to time when an effective Shelf Registration Statement is on file with the CommissionSEC, if in the event a Demanding Takedown Holder wishes to engage in (a) a sale of Registrable Securities in an underwritten registered offering transaction requiring the involvement of the Company but not involving a (i) any “roadshow,” an offer or (ii) a lock-up agreement of more than sixty (60) days to which the Company is a party (including, for the avoidance of doubt, any lock-up or clear market covenant contained in the underwriting agreement for such transaction), and which is commonly known as a “block trade” (but excluding, for the avoidance of doubt, any such sale where the involvement required of the Company primarily relates to the removal of restrictive legends on the Registrable Securities sold in such transaction) (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, requiring the involvement of the Company (but excluding, for the avoidance of doubt, any such offering or sale where the involvement required of the Company primarily relates to the removal of restrictive legends on the Registrable Securities sold in such transaction) (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in (1) the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Takedown Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering (i) give at least five (5) business days Business Days’ prior notice in writing of such transaction to the day Company and (ii) identify the potential underwriter(s), broker(s), sales agent(s), placement agent(s) or other applicable financial counterparties (each, a “Financial Counterparty”), as applicable, in such offering is to commence notice; and (2) the Company shall use its commercially reasonable efforts reasonably cooperate with such requesting Holder or Holders to facilitate the extent it is reasonably able to effect such Block Trade or Other Coordinated Offering; provided that the Demanding Takedown Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) Counterparty prior to making such request in order to facilitate the preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior . No Holder will have the right to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used participate in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such any Block Trade or Other Coordinated Offering shall have that is initiated by another Holder; provided that, during the Transfer Restriction Period, the right to withdraw from such Block Trade or Other Coordinated Offering for of any or no reason whatsoever upon written notification Holder that is a party to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention Stockholders Agreement to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary participate in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a any Block Trade or Other Coordinated Offering initiated by another Holder that is a Demanding Holder party to the Stockholders Agreement will be governed by Section 3.2(b) of the Stockholders Agreement. Notwithstanding the foregoing, the Company will have no obligations to be involved in any Block Trade or Other Coordinated Offering pursuant to this Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a 3.3 unless the proposed Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty be for (if anyx) for such Block Trade or Other Coordinated Offering at least $50 million in expected gross proceeds (in each case, which shall consist the aggregate in the case of one any at-the-market offering program) or more reputable nationally recognized investment banks(y) all remaining Registrable Securities then held by the Takedown Holder(s). 2.3.5 . A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, a Block Trade or Other Coordinated Offering shall not constitute an Underwritten Shelf Takedown. The Holders of a majority of the Registrable Securities being sold in any Block Trade or Other Coordinated Offering effected pursuant shall select the Financial Counterparties to this Section 2.3 administer such Block Trade or Other Coordinated Offering; provided that such Financial Counterparties shall not be counted as a demand for an Underwritten Offering pursuant reasonably acceptable to subsection 2.1.3 hereofthe Company.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time after the Closing when an effective shelf Registration Statement on Form S-3 is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder wishes to engage in (a) Block Trade or an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in wherein each case, with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed, in the aggregate, exceed $25 million30,000,000, then if notwithstanding any other time periods in this Article II, such Demanding Holder requires any assistance from Holders shall provide written notice to the Company pursuant at least five (5) Business Days prior to this Section 2.3, the date such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; , provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the requesting such Block Trade or Other Coordinated Offering shall use commercially their reasonable best efforts to work with the Company and any Underwriters or the Underwriter(s), brokers, sales agents agents, or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures. In the event of a Block Trade or Other Coordinated Offering. 2.3.2 , and after consultation with the Company, the Demanding Holders and the Requesting Holder(s) (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter Underwriter(s) and any brokers, sales agents or Underwriters placement agents (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to Section 2.5. Each of (i) the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have Sponsor and Xxxx Insiders (taken together) and (ii) the right to select the Underwriters and Financial Counterparty NKGen Insiders (if anytaken together) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four an aggregate of two (42) Block Trades or and Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.5 shall not be counted as a demand for an Underwritten Offering a Demand Registration pursuant to subsection 2.1.3 Section 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder provided that the total offering price is reasonably expected to exceed $10 million in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable best efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable best efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Requesting Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $20 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall promptly notify the Company promptly of the Block Trade or Other Coordinated Offering at least five ten (510) business days prior to the day such offering is to commence and the Company shall as soon as reasonably practicable use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Requesting Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Requesting Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Requesting Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Requesting Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks); provided that such selection shall be subject to the consent of the Company (which such consent to not be unreasonably withheld). 2.3.5 2.4.5 A Demanding Requesting Holder in the aggregate may demand no more than four one (41) Block Trades Trade or Other Coordinated Offerings Offering pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection Section 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten registered offering basis (whether firm commitment or otherwise) not involving a “roadshow,” an offer commonly known as or other marketing efforts involving HoldCo prior to pricing, including, without limitation, a “block same day trade” , overnight trade or similar transaction, but excluding a variable price reoffer (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in exceed the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering Minimum Takedown Threshold and notifies HoldCo at least five (5) business days Business Days prior to the day such offering is to commence and the Company commence, then HoldCo shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company HoldCo and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making any such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the CompanyHoldCo, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company HoldCo shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection Section 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article Section 2, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a any Demanding Holder wishes to engage in (ai) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (bii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price price, either individually or together with other Demanding Holders, reasonably expected to exceed, exceed $30 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority majority-in-interest of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3.4 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade, or Other Coordinated Offering or Demanding Holders representing a majority-in-interest of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering Offering, shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.3.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.6.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4the foregoing, at any time and from time to time when an effective Registration Statement is on file with the CommissionCommission and effective, if a Demanding an Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million35 million or (y) all remaining Registrable Securities held by the Holder, then if such Demanding Holder requires any assistance from notwithstanding the Company pursuant to this Section 2.3time periods provided for in subsection 2.1.2, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures. 2.3.2 2.6.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter Underwriters or Underwriters (if any) and Financial Counterparty placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.22.4.2. 2.3.3 2.6.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding an Holder pursuant to this Section 2.3 of this Agreement2.4. 2.3.4 2.6.4 The Demanding Holder in a majority-in-interest of the Holders initiating such Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” an offer commonly known as a “block trade” two (2)-day or less marketing period (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $100 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Section 2.4, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering (whether firm commitment or otherwise) not involving a “roadshow,road show” an offer or other substantial marketing efforts prior to pricing (commonly known referred to as a “block trade” (a “Block Trade”) or (b) an otherwise coordinated “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly Purchaser of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is expected to commence commence, and the Company Purchaser shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company Purchaser and any Underwriters or Underwriters, brokers, sales agents agents, or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus, and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 The Purchaser may facilitate a Block Trade or Other Coordinated Offering if it determines that sufficient shares shall be traded by any Holder or Holders that would be more efficiently traded as a block trade. 2.4.3 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a notice to the Company, Purchaser and the Underwriter or Underwriters (Underwriter(s) if any) and Financial Counterparty (if any) , of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company Purchaser shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering block trade prior to its withdrawal under this subsection 2.3.2Section 2.4.3. 2.3.3 2.4.4 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Section 2.3 of this Agreement2.4. 2.3.4 2.4.5 The Demanding Holder in a Block Trade or Other Coordinated Offering Purchaser shall have the right to select the Underwriters Underwriters, and Financial Counterparty brokers, sale agents, or placement agents (if any) for such Block Trade or Other Coordinated Offering (Offering, in each case, which shall consist of one or more reputable nationally recognized investment banks)bank. 2.3.5 2.4.6 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof2.4.

Block Trades; Other Coordinated Offerings. 2.3.1 1.1.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $5 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 1.1.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 1.1.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 1.1.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 1.1.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, be at least $50.0 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable best efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable best efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four (4i) one (1) Block Trade pursuant to this Section 2.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4the foregoing, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, $25 millionthe Minimum Takedown Threshold, then if notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Any Registration effected pursuant to this Section 2.4 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in the last sentence of Section 2.1.4. Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time after the date of this Agreement when an effective shelf Registration Statement on Form S-3 is on file with the Commission, if a Demanding Holder wishes desires to engage in (a) effect a Block Trade or an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in wherein each case, with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed, in the aggregate, exceed $25 million30,000,000, then if notwithstanding any other time periods in this Article II, such Demanding Holder requires any assistance from shall provide written notice to the Company pursuant at least five (5) Business Days prior to this Section 2.3, the date such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; , provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Holder requesting such Block Trade or Other Coordinated Offering shall use commercially their reasonable best efforts to work with the Company and any Underwriters or the Underwriter(s), brokers, sales agents agents, or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures. In the event of a Block Trade or Other Coordinated Offering. 2.3.2 , and after consultation with the Company, the Demanding Holder and the Requesting Holder (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders Holder initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holder’s intent to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter Underwriter(s) and any brokers, sales agents or Underwriters placement agents (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding 2.5. The Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four an aggregate of two (42) Block Trades or and Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.5 shall not be counted as a demand for an Underwritten Offering a Demand Registration pursuant to subsection 2.1.3 Section 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the CommissionCommission and effective, if a Demanding Shelf Requesting Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, either (x) with a total an aggregate offering price reasonably expected to exceed, in be at least the aggregate, $25 millionMinimum Amount or (y) of all remaining Registrable Securities held by the Shelf Requesting Holder, then if such Demanding Shelf Requesting Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Shelf Requesting Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. For the avoidance of doubt, neither a Block Trade nor an Other Coordinated Offering shall include an offering of Registrable Securities in which a negative assurance letter of counsel to the Company or a comfort letter of the accountants of the Company is to be delivered to the Underwriter or Underwriters, brokers, sales agents or distribution agents, as applicable. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Shelf Requesting Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Shelf Requesting Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Shelf Requesting Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering 2.4.5 Any Registration effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereofdeemed within the Registration Cap.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $100 million in the aggregate, net of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, provided that the total offering price is reasonably expected to exceed $25 million10 million in the aggregate, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, either (x) with a total offering price reasonably expected to exceed, in the aggregate, $25 million100 million or (y) covering all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence commence, and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 2.4, 2.5 and 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4the foregoing, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (ai) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (bii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, either (A) fifty million dollars ($25 million50,000,000) or (B) all remaining Registrable Securities held by the Demanding Holder, then if notwithstanding the time periods provided for in Section 2.1(d), such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence commence, and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4(b). 2.3.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 (d) The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total respect to (x) an anticipated aggregate offering price reasonably expected to exceed, of at least $100 million in the aggregate, $25 millionaggregate or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time after the Closing when an effective shelf Registration Statement is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder wishes to engage in (a) Block Trade or an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in wherein each case, with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed, in the aggregate, exceed $25 million5,000,000, then if notwithstanding any other time periods in this Article II, such Demanding Holder requires any assistance from Holders shall provide written notice to the Company pursuant at least five (5) Business Days prior to this Section 2.3, the date such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; , provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the requesting such Block Trade or Other Coordinated Offering shall use commercially their reasonable best efforts to work with the Company and any Underwriters or the Underwriter(s), brokers, sales agents agents, or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures. In the event of a Block Trade or Other Coordinated Offering. 2.3.2 , and after consultation with the Company, the Demanding Holders and the Requesting Holder(s) (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter Underwriter(s) and any brokers, sales agents or Underwriters placement agents (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to Section 2.5. Each of (i) the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have Sponsor and Arrowroot Insiders (taken together) and (ii) the right to select the Underwriters and Financial Counterparty iLearningEngines Insiders (if anytaken together) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) an aggregate of two Block Trades or and Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4the foregoing, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million35 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Any Registration effected pursuant to this Section 2.4 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in the last sentence of Section 2.1.4. Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The majority in interest of the Demanding Holder in a initiating such Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” an offer commonly known as a “block trade” two-day or less marketing period (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, either (x) with a total an anticipated aggregate offering price reasonably expected to exceed, in exceed $50 million or (y) of all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four (4) two Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) -month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown or Underwritten Demand Offering pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 Section 3.4 and 3.4Article V, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $20.0 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four (4i) one (1) Block Trade pursuant to this Section 2.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (i) $25 millionmillion or (ii) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon submit a written notification to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in Notwithstanding the aggregate may demand no foregoing, the Company is not obligated to effect more than four an aggregate of two (42) Block Trades or Other Coordinated Offerings demanded by the Sponsor and an aggregate of five (5) Block Trades or Other Coordinated Offerings demanded by Bluescape Holdings pursuant to this Section 2.3 in any twelve subsection 2.3.5 and is not obligated to effect a Block Trade or Other Coordinated Offerings pursuant to this subsection 2.3.5 within ninety (1290) month perioddays after the closing of an Underwritten Offering, Block Trade or Other Coordinated Offering. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 2.1.5 hereof. Notwithstanding the foregoing, if a Demanding Holder has used the maximum amount of Block Trades and Other Coordinated Offerings such Holder is entitled to under this Section 2.3.5 at a time in which it is entitled to demand an Underwritten Offering under Section 2.1.5, such Demanding Holder shall be entitled to demand the Company effect a Block Trade or Other Coordinated Offering in accordance with Section 2.3 in lieu of an Underwritten Offering (which, for the avoidance of doubt, shall count towards the aggregate amount of Underwritten Offerings such Holder is entitled to demand pursuant to Section 2.1.5); provided that such Block Trade or Other Coordinated Offering shall not be within ninety (90) days of the closing of another Block Trade, Other Coordinated Offering or Underwritten Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” an offer commonly known as a “block trade” two-day or less marketing period (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, either (x) with a total an anticipated aggregate offering price reasonably expected to exceed, in of at least $100,000,000 or (y) of all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 2.3 and 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, $25 millioneither the lesser of (x) US$10 million and (y) all remaining Registrable Securities held by the Demanding Holder, then if notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures, in accordance with Sections 3.1.11 and 3.1.12. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Any Registration effected pursuant to this Section 2.4 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in the last sentence of Section 2.1.4. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering Company shall have the right to select consent to the Underwriters and Financial Counterparty any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks), which consent will not be unreasonably withheld, conditioned or delayed. 2.3.5 A Demanding Holder in 2.4.5 The Company represents that, as of the aggregate may demand date hereof, no more Person has the right to request or require it to register any equity securities issued by it, other than four (4) Block Trades or Other Coordinated Offerings such registration rights granted pursuant to the Gold Sino Agreement. The Company will not grant any Person any registration rights with respect to the capital stock of the Company that are prior in right or in conflict or inconsistent with the rights of the Holders as set forth in this Section 2.3 Article II in any twelve material respect (12) month period. For it being understood that this shall not preclude the avoidance grant of doubt, additional demand and piggyback registration rights in and of themselves so long as such rights are not prior in right to the rights under this Agreement and no piggyback registration rights shall apply to any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereofby the Holders).

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.6.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Section 2.6, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering (whether firm commitment or otherwise) not involving a “roadshow,road show” an offer or other substantial marketing efforts prior to pricing (commonly known referred to as a “block trade” (a “Block Trade”) or (b) an otherwise coordinated “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million10,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is expected to commence commence, and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.6.2 The Company may facilitate a Block Trade or Other Coordinated Offering if it determines that sufficient shares shall be traded by any Holder or Holders that would be more efficiently traded as a block trade. 2.6.3 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a notice to the Company, Company and the Underwriter or Underwriters (Underwriter(s) if any) and Financial Counterparty (if any) , of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering block trade prior to its withdrawal under this subsection 2.3.2Section 2.6.3. 2.3.3 2.6.4 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Section 2.3 of this Agreement2.6. 2.3.4 2.6.5 The Demanding Holder in a Block Trade or Other Coordinated Offering Company shall have the right to select the Underwriters Underwriters, and Financial Counterparty brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (Offering, in each case, which shall consist of one or more reputable nationally recognized investment banks)bank. 2.3.5 2.6.6 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.6 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $10 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in- interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $50 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder may in the aggregate may demand no more than four one (41) Block Trades Trade or Other Coordinated Offerings Offering pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Agreement, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Requesting Holder wishes to engage in (a) an underwritten registered offering with the assistance of the Company not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering with the assistance of the Company through a broker, sales agent, distribution agent or distribution placement agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Requesting Holder, then if such Demanding Requesting Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Requesting Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work coordinate with the Company and any Underwriters or underwriters, brokers, sales agents, distribution agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 (b) Prior to the filing of the any applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Requesting Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter underwriter or Underwriters underwriters (if any) and Financial Counterparty any brokers, sales agents, distribution agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.4 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Requesting Holder pursuant to Section 2.3 of this Agreement. 2.3.4 (d) The Demanding Requesting Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 (e) A Demanding Requesting Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period (and no more than one Block Trade or Other Coordinated Offering in any 90-day period). For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.5 shall not be counted as a demand for an a Shelf Underwritten Offering pursuant to subsection 2.1.3 Section 2.2 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a ​(a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders Holder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating Holder initiates such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, exceed $50 million in the aggregate, $25 millionaggregate , then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.6.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, at any time and from time to time following the expiration of the Lock-up Period, if applicable, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” or an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $15 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.6.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus Prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.22.6.2. 2.3.3 2.6.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.6.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.6.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.6 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.6 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 2.1.5 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder notifies the Company that such Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a ​(a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $10 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided provided, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 (b) Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.3(b). 2.3.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 (d) The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 (e) A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1(d) hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten registered offering basis (whether firm commitment or otherwise) not involving a “roadshow,” an offer commonly known as or other marketing efforts involving New PubCo prior to pricing, including, without limitation, a “block same day trade” , overnight trade or similar transaction, but excluding a variable price reoffer (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in exceed the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering Minimum Takedown Threshold and notifies New PubCo at least five (5) business days Business Days prior to the day such offering is to commence and the Company commence, then New PubCo shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company New PubCo and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making any such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the CompanyNew PubCo, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company New PubCo shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection Section 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4the foregoing, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, subject to any lock-up period applicable to such Holder, if a Demanding Holder wishes or Demanding Holders wish to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” an offer commonly known as a “block trade” two (2)-day or less marketing period (a “Block Trade”) or (b) an “at the market” or similar otherwise coordinated registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, either (x) with a total an anticipated aggregate offering price reasonably expected to exceed, in exceed $50 million or (y) of all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder or Demanding Holders, then if such Demanding Holder requires any assistance from the Company pursuant needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance purposes of doubtclarity, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 hereof shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereofShelf Takedown under Section 2.1.4.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 subsection 2.2.3 and Section 3.4, at any time and from time to time when an effective Registration Statement shelf registration statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) consisting of Registrable Securities (x) with a total offering price reasonably expected to exceed $25,000,000 or (y) representing all remaining Registrable Securities held by such Holder(s), (b) an “at the market” or similar non-marketed, non-underwritten registered offering through a broker, sales agent or distribution agent, whether as agent or principal, which shall not require the delivery of any comfort letters, execution of an underwriting agreement or the conducting of any underwriter due diligence (an “Other Coordinated Offering”), in each caseor (c) an unregistered “block” or similar transaction, with including, without limitation, pursuant to Rule 144, effected through a total offering price reasonably expected to exceedbroker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Unregistered Offering”), then, provided that such Holder notifies the Company (i) in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly case of the a Block Trade or Other Coordinated Offering Offering, at least five (5) business days prior to the day such offering is to commence and or (ii) in the case of an Other Coordinated Unregistered Offering, at least three (3) business days prior to the day such offering is to commence, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade Trade, Other Coordinated Offering or Other Coordinated Unregistered Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage , including, (a) in the event of a Block Trade Trade, the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence, subject to receipt by the Company, its auditors and legal counsel of representation and documentation by such persons to permit the delivery of such comfort letter and legal opinions and (b) in the event of an Other Coordinated Offering or Other Coordinated Offering shall use commercially reasonable efforts to work Unregistered Offering, the provision of any customary “legend removal” legal opinions in accordance with the Company and any Underwriters or brokers, sales agents or placement agents Section 5.3. (each, a “Financial Counterparty”b) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related Prior to the pricing of any Block Trade Trade, Other Coordinated Offering or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Unregistered Offering, a majority-in interest of the Demanding Holders initiating such Block Trade Trade, Other Coordinated Offering or Other Coordinated Unregistered Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade Trade, Other Coordinated Offering or Other Coordinated OfferingUnregistered Offering for any or no reason whatsoever. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade Trade, Other Coordinated Offering or Other Coordinated Unregistered Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.5. 2.3.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 except as provided in subsection 2.2.3, subsection 2.4.1 through subsection 2.4.4 shall not apply to a any Block Trade Trade, Other Coordinated Offering or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this AgreementUnregistered Offering. 2.3.4 (d) The Demanding Holder in Holder(s) initiating a Block Trade Trade, Other Coordinated Offering or Other Coordinated Unregistered Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade Trade, Other Coordinated Offering or Other Coordinated Unregistered Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4e) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade Trade, Other Coordinated Offering or Other Coordinated Unregistered Offering effected pursuant to this Section 2.3 subsection 2.4.5 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, the foregoing but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” an offer commonly known as a “block trade” two day or less marketing period (a “Block Trade”) or (b) an “at the market” or similar otherwise coordinated registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total an anticipated offering price reasonably expected to exceed, in the aggregate, of at least $25 million, then if such Demanding Holder requires any assistance from the Company pursuant needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities Holder wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the any Demanding Holders initiating such Block Trade or Other Coordinated Offering Holder shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a 2.4.4 Upon receipt of the notice of such Block Trade or Other Coordinated Offering Offering, the Company shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any 2.4.5 Any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as constitute a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof; provided that the Company shall not be required to effect a Block Trade or Other Coordinated Offering on behalf of any Holder in any fiscal quarter during which such Xxxxxx has already participated in an Underwritten Shelf Takedown that was not reduced pursuant to Section 2.1.5 or 2.2.2 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in the aggregate, either (x) at least $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in 2.4.5 Subject to Section 2.4.6, each of (i) the aggregate Sponsor Holders, as a group, and (ii) the Intuitive Holders, as a group, may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 hereofSection 2.1.4. 2.4.6 Notwithstanding anything to the contrary in this Agreement, with respect to (i) the Sponsor Holders, as a group, or (ii) the Intuitive Holders, as a group, in no event may the number of Block Trades or Other Coordinated Offerings demanded pursuant to this Section 2.4 plus the number of Underwritten Shelf Takedowns demanded pursuant to Section 2.1.4 exceed a total of three (3) demands for such group in any twelve (12) month period.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2ARTICLE II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder or Holders wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, exceed in the aggregateaggregate the Shelf Threshold, $25 million, then if such Demanding Holder requires any assistance from Holder(s) shall provide written notice to the Company pursuant at least five (5) Business Days prior to this Section 2.3, the date such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; , provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall Holder(s) use commercially reasonable best efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or brokers, sales agents or placement agents (each, a “Financial Counterparty”Other Coordinated Offering) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures. 2.3.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a one or more Demanding Holder Holders pursuant to this Section 2.3 of this Agreement2.3. 2.3.4 The A majority-in-interest of the Demanding Holder Holders in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection Section 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder notifies the Company that such Demanding Holder wishes to engage in (ai) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $20 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days Business Days prior to the day such offering is to commence and the Company shall shall, use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated OfferingOffering of the Registrable Securities for which such Demanding Holder has requested such offering, without giving any effect to any required notice periods or delivery of notices to any other Holders; provided provided, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable best efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. Any offering conducted as a Block Trade or Other Coordinated Offering will not count as an Underwritten Shelf Takedown for the purposes of Section 2.1.4. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection Section 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4the foregoing, at any time and from time to time when an effective Registration Statement is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million50,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then if notwithstanding the time periods provided for in Section 2.02(a), such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 (b) Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. (c) For avoidance of doubt, any Registration effected pursuant to this Section 2.07 shall not be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in the last sentence of Section 2.02(a). Notwithstanding anything to the contrary in this Agreementforegoing, the Company shall be responsible for the Registration Expenses incurred in connection with a Demanding Holder may demand no more than two (2) Block Trade Trades or Other Coordinated Offering prior Offerings pursuant to its withdrawal under this subsection 2.3.2Section 2.07 in any twelve (12) month period. 2.3.3 (d) Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.03 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 (e) The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $50 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in- interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four (4i) one (1) Block Trade pursuant to this Section 2.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, either (x) with a total an aggregate offering price reasonably expected to exceed, in be at least the aggregate, $25 millionMinimum Takedown Threshold or (y) of all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. For the avoidance of doubt, neither a Block Trade nor an Other Coordinated Offering shall include an offering of Registrable Securities in which a negative assurance letter of counsel to the Company or a comfort letter of the accountants of the Company is to be delivered to the Underwriter or Underwriters, brokers, sales agents or distribution agents, as applicable. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof, and the procedures set forth in Section 2.1.4 with respect to an Underwritten Shelf Takedown shall not apply with respect thereto.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission3.5, if a Demanding Holder wishes the Holders desire to engage in effect (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), and, in each case, with a total the Registrable Securities subject to such request have an anticipated aggregate offering price reasonably expected price, net of Selling Expenses, of at least $15,000,000, the Holders shall provide written notice to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day date such offering is to commence and Block Trade or Other Coordinated Offering will commence. As promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding . The Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or brokers, sales agents or placement agents (each, a “Financial Counterparty”Other Coordinated Offering) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures. 2.3.2 2.5.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.22.5.2. 2.3.3 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.5.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.5.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period. For Notwithstanding anything herein to the avoidance of doubtcontrary, any a Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.5 shall not be counted as a demand for an Underwritten Offering Shelf Takedown effected pursuant to subsection 2.1.3 hereof2.3.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, ARTICLE 2 but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in the aggregate, either (x) at least $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company Demanding Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in 2.4.5 Subject to Section 2.4.6, each of (i) the aggregate Sponsor Holders, as a group, and (ii) the USARE Holders, as a group, may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 hereofSection 2.1.4. 2.4.6 Notwithstanding anything to the contrary in this Agreement, with respect to (i) the Sponsor Holders, as a group, or (ii) the USARE Holders, as a group, in no event may the number of Block Trades or Other Coordinated Offerings demanded pursuant to this Section 2.4 plus the number of Underwritten Shelf Takedowns demanded pursuant to Section 2.1.4 exceed a total of three (3) demands for such group in any twelve (12) month period.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Agreement, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Requesting Holder wishes to engage in (ai) an underwritten a registered offering block trade with the assistance of the Company not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (bii) an “at the market” or similar registered offering with the assistance of the Company through a broker, sales agent, distribution agent or distribution placement agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Requesting Holder, then if such Demanding Requesting Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, including the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence; provided that the Demanding Requesting Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work coordinate with the Company and any Underwriters or underwriters, brokers, sales agents, distribution agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 (b) Prior to the filing of the any applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Requesting Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter underwriter or Underwriters underwriters (if any) and Financial Counterparty any brokers, sales agents, distribution agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to . (c) For the contrary in this Agreementavoidance of doubt, the Company shall be responsible for the Registration Expenses incurred in connection with a any Block Trade or Other Coordinated Offering prior effected pursuant to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.5 shall not apply be counted as a demand for a Shelf Underwritten Offering pursuant to Section 2.2, and neither the Company nor any of its security holders (other than the Requesting Holder) shall be entitled to include securities of the Company in a Block Trade or an Other Coordinated Offering initiated by a Demanding the Requesting Holder pursuant to this Section 2.3 of this Agreement2.5. 2.3.4 (d) The Demanding Requesting Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 (e) A Demanding Requesting Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period. For the avoidance of doubt, any period (and no more than one Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereofin any 90-day period).

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2‎II, but subject to Sections 2.4 and 3.4Section ‎3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five ten (510) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable best efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable best efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section ‎2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 ‎2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 ‎2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 ‎2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section ‎2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4II, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding an Initiating Holder notifies the Company that such Initiating Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $[__] million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Initiating Holder, then if such Demanding Initiating Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall shall, use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated OfferingOffering of the Registrable Securities for which such Initiating Holder has requested such offering, without giving any effect to any required notice periods or delivery of notices to any other Holders; provided provided, that the Demanding Initiating Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable best efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. Any offering conducted as a Block Trade or Other Coordinated Offering will not count as an Underwritten Shelf Takedown for the purposes of Section 2.1(f). 2.3.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Initiating Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Offering. 2.3.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding an Initiating Holder pursuant to Section 2.3 of this Agreement. 2.3.4 (d) The Demanding Initiating Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $5 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective shelf Registration Statement is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder wishes to engage in (a) Block Trade or an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in wherein each case, with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed, in the aggregate, exceed $25 million30,000,000, then if notwithstanding any other time periods in this Article II, such Demanding Holder requires any assistance from Holders shall provide written notice to the Company pursuant at least five (5) Business Days prior to this Section 2.3, the date such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; , provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the requesting such Block Trade or Other Coordinated Offering shall use commercially their reasonable best efforts to work with the Company and any Underwriters or the Underwriter(s), brokers, sales agents agents, or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures. In the event of a Block Trade or Other Coordinated Offering. 2.3.2 , and after consultation with the Company, the Demanding Holders and the Requesting Holder(s) (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter Underwriter(s) and any brokers, sales agents or Underwriters placement agents (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to Section 2.5. Each of (i) the contrary in this AgreementSponsor, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have Sponsor Members, and SPAC Anchor Investors (taken together) and (ii) the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate Company Shareholder may demand no more than four (4) an aggregate of two Block Trades or and Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five ten (510) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable best efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable best efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Section 2.4, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering (whether firm commitment or otherwise) not involving a “roadshow,road show” an offer or other substantial marketing efforts prior to pricing (commonly known referred to as a “block trade” (a “Block Trade”) or (b) an otherwise coordinated “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly Purchaser of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is expected to commence commence, and the Company Purchaser shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company Purchaser and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 The Purchaser may facilitate a Block Trade or Other Coordinated Offering if it determines that sufficient shares shall be traded by any Holder or Holders that would be more efficiently traded as a block trade. 2.4.3 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in- interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a notice to the Company, Purchaser and the Underwriter or Underwriters (Underwriter(s) if any) and Financial Counterparty (if any) , of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company Purchaser shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering block trade prior to its withdrawal under this subsection 2.3.2Section 2.4.3. 2.3.3 2.4.4 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Section 2.3 of this Agreement2.4. 2.3.4 2.4.5 The Demanding Holder in a Block Trade or Other Coordinated Offering Purchaser shall have the right to select the Underwriters Underwriters, and Financial Counterparty brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (Offering, in each case, which shall consist of one or more reputable nationally recognized investment banks)bank. 2.3.5 2.4.6 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders Holder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating Holder initiates such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission3.5, if a Demanding Holder wishes the Holders desire to engage in effect (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), and, in each case, with a total the Registrable Securities subject to such request have an anticipated aggregate offering price reasonably expected price, net of Selling Expenses, of at least $15,000,000 , the Holders shall provide written notice to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day date such offering is to commence and Block Trade or Other Coordinated Offering will commence. As promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding . The Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or brokers, sales agents or placement agents (each, a “Financial Counterparty”Other Coordinated Offering) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures. 2.3.2 2.5.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.22.5.2. 2.3.3 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.5.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.5.5 A Demanding Holder in the aggregate may demand no more than four [two (4) 2)] Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period. For Notwithstanding anything herein to the avoidance of doubtcontrary, any a Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.5 shall not be counted as a demand for an Underwritten Offering Shelf Takedown effected pursuant to subsection 2.1.3 hereof2.3.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1. Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Section ‎3.4, at any time and from time to time when an effective Registration Statement Form F-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” (including without limitation a same day trade, overnight trade or similar transaction) off of such Form F-3 Shelf, an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering off of such Form F-3 Shelf through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $30,000,000 in the aggregate, net of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, provided that the total offering price is reasonably expected to exceed $25 million30,000,000 in the aggregate, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days three Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.5.2. Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such a Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, Company and the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their its intention to withdraw from such Block Trade or Other Coordinated Offering. Offering g. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a an Block Trade or Other Coordinated Offering prior to its a withdrawal under this subsection 2.3.2.‎2.5.2 2.3.3 2.5.3. Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.5.4. The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A 2.5.5. Demanding Holder Holders in the aggregate may demand no more than four (4) two Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 ‎2.5 in any twelve (12) -month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 ‎2.5 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 ‎2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Resale Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in exceed the aggregate, $25 million, then if such Demanding Holder requires any assistance from Minimum Threshold and notifies the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days Business Days prior to the day such offering is to commence and commence, then the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided provided, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making any such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding The participating Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering Offering, subject to the reasonable approval by the Company (in each case, which shall consist of one or more reputable nationally recognized investment banks). The Company shall not be required to include any Registrable Securities in a Block Trade or Other Coordinated Offering unless the participating Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters and complete and execute all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting. 2.3.5 A Demanding Holder in 2.3.3 Under no circumstances shall the aggregate may demand no Company be obligated to effect more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an a Shelf Underwritten Offering pursuant to subsection 2.1.3 hereofSection 2.1.3.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and 3.4Section 3.5, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection Section 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1. Notwithstanding any other provision of this Article 2ARTICLE II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $30 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering; provided further that the Company shall not be required to effect a Block Trade or Other Coordinated Offering if any Francisco Partners Tender Offer Shares are planned to be sold at the direction of the Company within twenty-one (21) days of any such Block Trade or Other Coordinated Offering, as applicable. 2.3.2 2.5.2. Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.5.2. 2.3.3 2.5.3. Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.5.4. The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.5.5. A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.5 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.5 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, at any time and from time to time following the expiration of the Lock-up Period, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 2.3.2 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in- interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2Section 2.4.2. 2.3.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.4.5 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 Section 2.1.4 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article Clause 2, but subject to Sections 2.4 and Clause 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $20 million in the aggregate, $25 millionnet of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.. ​ ​ 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection Clause 2.3.2. 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement. 2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 2.3.4 A Demanding Holder in the aggregate may demand no more than four two (42) Block Trades or Other Coordinated Offerings pursuant to this Section Clause 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section Clause 2.3 shall not be counted as a demand for an Underwritten Offering Shelf Takedown pursuant to subsection 2.1.3 Clause 2.1.4 hereof.