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 II, but subject to Section 3.4, at any time and from time to time when an effective 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 “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, (x) with a total offering price reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use reasonable best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents 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.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective 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 “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, (x) with a total offering price reasonably expected to exceed ten $100 million dollars ($10,000,000) in the aggregate 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 $10 million in the aggregate, then such Demanding Holder only needs to notify the Company 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 Offering 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 HoldersOffering; 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, brokers, sales agents or placement agents 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.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time after the Closing when an effective Shelf shelf Registration Statement is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder notifies the Company that such 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, (x) with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder5,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder only needs Holders shall provide written notice to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, date such Block Trade or Other Coordinated Offering of the Registrable Securities for which will commence. The Company shall use its commercially reasonable efforts to facilitate such Demanding Holder has requested such offeringBlock Trade or Other Coordinated 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 requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and any Underwritersthe Underwriter(s), brokers, sales agents agents, or placement agents 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, 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. Any offering conducted as 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 submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering to the Company, the Underwriter(s) and any brokers, sales agents or placement agents (if any). 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 will not count as prior to its withdrawal under this Section 2.5. Each of (i) the Sponsor and Arrowroot Insiders (taken together) and (ii) the iLearningEngines Insiders (taken together) may demand no more than an Underwritten Shelf Takedown for the purposes aggregate of two Block Trades and Other Coordinated Offerings pursuant to this Section 2.1.42.5 in any twelve (12) month period.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf Registration Statement is on file with the CommissionCommission and effective, if a Demanding Holder notifies the Company that such 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 (an “Other Coordinated Offering”), in each case, either (x) with a total an aggregate offering price reasonably expected to exceed ten million dollars ($10,000,000) in be at least the aggregate Minimum Amount or (y) with respect to of all remaining Registrable Securities held by the Demanding Shelf Requesting Holder, then such Demanding Shelf Requesting Holder only needs to notify the Company 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 Offering 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 HoldersOffering; provided, 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 best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents 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 For the avoidance of doubt, neither a Block Trade or nor an Other Coordinated Offering will not count 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 an Underwritten Shelf Takedown for the purposes of Section 2.1.4applicable.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time after the date of this Agreement when an effective Shelf shelf Registration Statement on Form S-3 is on file with the Commission, if a Demanding Holder notifies the Company that such 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, (x) with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder only needs shall provide written notice to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, date such Block Trade or Other Coordinated Offering of the Registrable Securities for which will commence. The Company shall use its commercially reasonable efforts to facilitate such Demanding Holder has requested such offeringBlock Trade or Other Coordinated 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 Holder requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and any Underwritersthe Underwriter(s), brokers, sales agents agents, or placement agents 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, 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. Any offering conducted as Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, the Demanding 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 to the Company, the Underwriter(s) and any brokers, sales agents or placement agents (if any). 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 will not count prior to its withdrawal under this Section 2.5. The Holder may demand no more than an aggregate of two (2) Block Trades and Other Coordinated Offerings pursuant to this Section 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 2.5 shall be counted as an Underwritten Shelf Takedown a demand for the purposes of a Demand Registration pursuant to Section 2.1.42.2.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf shelf Registration Statement is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder notifies the Company that such 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, (x) with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder only needs Holders shall provide written notice to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, date such Block Trade or Other Coordinated Offering of the Registrable Securities for which will commence. The Company shall use its commercially reasonable efforts to facilitate such Demanding Holder has requested such offeringBlock Trade or Other Coordinated 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 requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and any Underwritersthe Underwriter(s), brokers, sales agents agents, or placement agents 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, 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. Any offering conducted as 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 submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering to the Company, the Underwriter(s) and any brokers, sales agents or placement agents (if any). 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 will not count as prior to its withdrawal under this Section 2.5. Each of (i) the Sponsor, Sponsor Members, and SPAC Anchor Investors (taken together) and (ii) the Company Shareholder may demand no more than an Underwritten Shelf Takedown for the purposes aggregate of two Block Trades and Other Coordinated Offerings pursuant to this Section 2.1.42.5 in any twelve (12) month period.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of anything contained in this Article II, but subject to Section 3.43, 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 Holder notifies the Company that such 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 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, (x1) with a total offering price reasonably expected to exceed ten million dollars the Takedown Holder shall ($10,000,000i) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering 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 reasonable best efforts shall reasonably cooperate with such requesting Holder or Holders to facilitate as expeditiously as possible, the extent it is reasonably able to effect such Block Trade or Other Coordinated Offering 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 HoldersOffering; provided, 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 best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents Financial 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. Any No Holder will have the right to participate in any Block Trade or Other Coordinated Offering that is initiated by another Holder; provided that, during the Transfer Restriction Period, the right of any Holder that is a party to the Stockholders Agreement to participate in any Block Trade or Other Coordinated Offering initiated by another Holder that is a 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 3.3 unless the proposed Block Trade or Other Coordinated Offering shall be for (x) at least $50 million in expected gross proceeds (in the aggregate in the case of any at-the-market offering conducted as program) or (y) all remaining Registrable Securities then held by the Takedown Holder(s). A Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings in any twelve (12) month period. For the avoidance of doubt, a Block Trade or Other Coordinated Offering will shall not count as constitute an Underwritten Shelf Takedown for Takedown. The Holders of a majority of the purposes of Section 2.1.4Registrable Securities being sold in any Block Trade or Other Coordinated Offering shall select the Financial Counterparties to administer such Block Trade or Other Coordinated Offering; provided that such Financial Counterparties shall be reasonably acceptable to the Company.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective 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 “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 ten million dollars ($10,000,000) in be at least the aggregate Minimum Takedown Threshold or (y) with respect to of all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company 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 Offering 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 HoldersOffering; 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, brokers, sales agents or placement agents 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 For the avoidance of doubt, neither a Block Trade or nor an Other Coordinated Offering will not count 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 an Underwritten Shelf Takedown for the purposes of Section 2.1.4applicable.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article IISection 2, but subject to 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 Shelf is on file with the CommissionSEC, if a Demanding Holder notifies the Company that such 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 (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 ten $50 million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company 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, shall use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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 HoldersOffering; provided, 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 best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents 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.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject 2.4.1 Subject to Section 3.4, at any time following the expiration of any restrictions on transfer to which the relevant Registrable Securities may be subject pursuant to the Lock-Up Agreement or the Sponsor Support Agreement, as applicable, and from time to time when an effective Form F-3 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,” (including, without limitation, a same day trade, overnight trade or similar transaction) using 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 using such Form F-3 Shelf through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed ten $10 million dollars ($10,000,000) in the aggregate 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, then such Demanding Holder only needs to notify the Company 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, shall use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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 HoldersOffering; 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, brokers, sales agents or placement agents 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.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective 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 Underwritten 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 principal, (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed ten exceed, in the aggregate, either (x) fifteen million dollars ($10,000,00015,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the such Demanding Holder, then notwithstanding the time periods provided for in Section 2.2.1, if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3 such Holder only needs to notify the Company 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 shallshall as promptly as is reasonably practicable, use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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 HoldersOffering; provided, provided that the Demanding Holders representing a majority in interest of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use its commercially reasonable best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the such 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.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf shelf Registration Statement is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder notifies the Company that such 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, (x) with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder only needs Holders shall provide written notice to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, date such Block Trade or Other Coordinated Offering of the Registrable Securities for which will commence. The Company shall use its commercially reasonable efforts to facilitate such Demanding Holder has requested such offeringBlock Trade or Other Coordinated 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 requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and any Underwritersthe Underwriter(s), brokers, sales agents agents, or placement agents 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, 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. Any offering conducted as Prior to the filing of the applicable “red hxxxxxx” 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 submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering to the Company, the Underwriter(s) and any brokers, sales agents or placement agents (if any). 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 will not count as prior to its withdrawal under this Section 2.5. Each of (i) the Sponsor, Sponsor Members, and SPAC Anchor Investors (taken together) and (ii) the Company Shareholder may demand no more than an Underwritten Shelf Takedown for the purposes aggregate of two Block Trades and Other Coordinated Offerings pursuant to this Section 2.1.42.5 in any twelve (12) month period.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective 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 “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, (x) with a total offering price reasonably expected to exceed ten $10 million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company 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 as expeditiously as possible, such Block Trade or Other Coordinated Offering 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, 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, brokers, sales agents or placement agents 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.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1 Notwithstanding any other provision of this Article II, but subject to 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 notifies the Company that such or Shelf Demanding Holder Holder, as applicable, 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 ten million dollars ($10,000,000) in be at least the aggregate Minimum Amount or (y) with respect to of all remaining Registrable Securities held by the Demanding Holder or Shelf Demanding Holder, then such Demanding Holder or Shelf Demanding Holder only needs to notify the Company 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 Offering 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 HoldersOffering; provided, provided that the Demanding Holders or Shelf Demanding Holders, as applicable, 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, brokers, sales agents or placement agents 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 For the avoidance of doubt, an offering conducted 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, shall not be considered a Block Trade or an Other Coordinated Offering will not count as an Underwritten Shelf Takedown for the purposes of Section 2.1.4Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time after the Closing when an effective Shelf shelf Registration Statement on Form S-3 is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder notifies the Company that such 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, (x) with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder only needs Holders shall provide written notice to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, date such Block Trade or Other Coordinated Offering of the Registrable Securities for which will commence. The Company shall use its commercially reasonable efforts to facilitate such Demanding Holder has requested such offeringBlock Trade or Other Coordinated 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 requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and any Underwritersthe Underwriter(s), brokers, sales agents agents, or placement agents 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, 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. Any offering conducted as 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 submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering to the Company, the Underwriter(s) and any brokers, sales agents or placement agents (if any). 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 will not count prior to its withdrawal under this Section 2.5. Each of (i) the Sponsor and Xxxx Insiders (taken together) and (ii) the NKGen Insiders (taken together) may demand no more than an aggregate of two (2) Block Trades and Other Coordinated Offerings pursuant to this Section 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 2.5 shall be counted as an Underwritten Shelf Takedown a demand for the purposes of a Demand Registration pursuant to Section 2.1.42.2.1 hereof.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective 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 “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, (x) with a total offering price reasonably expected to exceed ten $25 million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company 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 as expeditiously as possible, such Block Trade or Other Coordinated Offering 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, 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, brokers, sales agents or placement agents 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.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective 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 (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed ten $20 million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use reasonable best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents 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.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of anything contained in this Article II, but subject to Section 3.43, 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 Holder notifies the Company that such 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 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, (x1) with a total offering price reasonably expected to exceed ten million dollars the Takedown Holder shall ($10,000,000i) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering 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 reasonable best efforts shall reasonably cooperate with such requesting Holder or Holders to facilitate as expeditiously as possible, the extent it is reasonably able to effect such Block Trade or Other Coordinated Offering 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 HoldersOffering; provided, 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 best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents Financial 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. Any No Holder will have the right to participate in any Block Trade or Other Coordinated Offering that is initiated by another Holder. Notwithstanding the foregoing, the Company will have no obligations to be involved in any Block Trade or Other Coordinated Offering pursuant to this Section 3.3 unless the proposed Block Trade or Other Coordinated Offering shall be for (x) at least $50 million in expected gross proceeds (in the aggregate in the case of any at-the-market offering conducted as program) or (y) all remaining Registrable Securities then held by the Takedown Holder(s). A Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings in any twelve (12) month period. For the avoidance of doubt, a Block Trade or Other Coordinated Offering will shall not count as constitute an Underwritten Shelf Takedown for Takedown. The Holders of a majority of the purposes of Section 2.1.4Registrable Securities being sold in any Block Trade or Other Coordinated Offering shall select the Financial Counterparties to administer such Block Trade or Other Coordinated Offering; provided that such Financial Counterparties shall be reasonably acceptable to the Company.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article II, ARTICLE IV but subject to Section 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 notifies the Company that such 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 (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed ten of at least $25.0 million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding HolderStockholder, then such Demanding Holder Stockholder only needs to notify the Company 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 Offering 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 HoldersOffering; provided, 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 best efforts to work with the Company and any Underwritersunderwriters, brokers, sales agents or placement agents 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 (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- interest of the Stockholders initiating such Block Trade or Other Coordinated Offering shall have the right to submit written notice to the Company, the underwriter or underwriters (if any) and 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 will prior to its withdrawal under this Section 4.4(b). (c) Notwithstanding anything to the contrary in this Agreement, Section 4.3 shall not count as an Underwritten Shelf Takedown apply to a Block Trade or Other Coordinated Offering initiated by a Stockholder pursuant to this Agreement. (d) The Stockholder in a Block Trade or Other Coordinated Offering shall have the right to select the underwriters and any brokers, sales agents or placement agents (if any) for the purposes such Block Trade or Other Coordinated Offering (in each case, which shall consist of Section 2.1.4one or more reputable nationally recognized investment banks).

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article IISection ‎2, but subject to Section 3.43.5, at any time and from time to time when an effective Shelf is on file with the CommissionSEC, if a any Demanding Holder notifies (at any time following the Company that expiration or waiver of any lockup applicable to such Demanding Holder 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 (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 ten $25 million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company 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 Offering 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 HoldersOffering; provided, 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 best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents 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.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Shelf is on file with the CommissionCommission and effective, 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 “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, (x) case with a total offering price reasonably expected to exceed ten million dollars ($10,000,000) exceed, in the aggregate aggregate, either (x) $50 million or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company 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 as expeditiously as possible use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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 HoldersOffering; 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, brokers, sales Underwriters or placement agents or placement sales agents 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 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 submit a Withdrawal Notice to the Company and the Underwriter or Underwriters 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 will prior to its withdrawal under this Section 2.4.2. Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not count as an Underwritten Shelf Takedown apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement. The Demanding Holder in a Block Trade shall have the right to select the Underwriters and any sale agents or placement agents (if any) for the purposes such Block Trade or Other Coordinated Offering (in each case, which shall consist of Section 2.1.4one or more reputable nationally recognized investment banks).

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1 Notwithstanding any other provision of this Article II, but subject to 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 notifies the Company that such or Shelf Demanding Holder Holder, as applicable, 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 ten million dollars ($10,000,000) in be at least the aggregate Minimum Amount or (y) with respect to of all remaining Registrable Securities held by the Demanding Holder or Shelf Demanding Holder, then such Demanding Holder or Shelf Demanding Holder only needs to notify the Company 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 Offering 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 HoldersOffering; provided, provided that the Demanding Holders or Shelf Demanding Holders, as applicable, 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, brokers, sales agents or placement agents 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 For the avoidance of doubt, neither a Block Trade or nor an Other Coordinated Offering will not count 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 an Underwritten Shelf Takedown for the purposes of Section 2.1.4applicable.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf shelf Registration Statement is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder notifies the Company that such 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, (x) with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder40,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder only needs Holders shall provide written notice to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, date such Block Trade or Other Coordinated Offering of the Registrable Securities for which will commence. The Company shall use its commercially reasonable efforts to facilitate such Demanding Holder has requested such offeringBlock Trade or Other Coordinated 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 requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and any Underwritersthe Underwriter(s), brokers, sales agents agents, or placement agents 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, 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 (which, for the avoidance of doubt, include X. Xxxxx Securities, Inc. and Chardan Capital Markets LLC)) and share price of such offering. Any offering conducted as 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 submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering to the Company, the Underwriter(s) and any brokers, sales agents or placement agents (if any). 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 will not count as prior to its withdrawal under this Section 2.5. Each of (i) the Sponsor and BRPM Insiders (taken together) and (ii) the FaZe Insiders (taken together) may demand no more than an Underwritten Shelf Takedown for the purposes aggregate of two Block Trades and Other Coordinated Offerings pursuant to this Section 2.1.42.5 in any twelve (12) month period.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding an Initiating Holder notifies the Company that such Demanding 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 (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed ten $[__] million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Initiating Holder, then such Demanding Initiating Holder only needs to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering of the Registrable Securities for which such Demanding Initiating Holder has requested such offering, without giving any effect to any required notice periods or delivery of notices to any other Holders; 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 reasonable best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents 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 2.1.42.1(f).

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article II, ARTICLE IV but subject to Section 3.4ARTICLE III, at any time and from time to time when an effective Shelf Registration is on file with the CommissionSEC, if a Demanding Holder notifies the Company that such 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 (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed ten of at least $25.0 million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding HolderStockholder, then such Demanding Holder Stockholder only needs to notify the Company 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 Offering 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 HoldersOffering; provided, 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 best efforts to work with the Company and any Underwritersunderwriters, brokers, sales agents or placement agents 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 (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- interest of the Stockholders initiating such Block Trade or Other Coordinated Offering shall have the right to submit written notice to the Company, the underwriter or underwriters (if any) and 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 will prior to its withdrawal under this Section 4.4(b). (c) Notwithstanding anything to the contrary in this Agreement, Section 4.3 shall not count as an Underwritten Shelf Takedown apply to a Block Trade or Other Coordinated Offering initiated by a Stockholder pursuant to this Agreement. (d) The Stockholder in a Block Trade or Other Coordinated Offering shall have the right to select the underwriters and 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). (e) Stockholders in the purposes of aggregate may demand no more than (i) one (1) Block Trade pursuant to this Section 2.1.4.4.4 within any six (6) month period or (ii) two (2) Block Trades or

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time after the Closing when an effective Shelf shelf Registration Statement on Form S-3 is on file with the Commission, if any Demanding Holders desire to effect a Demanding Holder notifies the Company that such 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, (x) with a total offering price case the anticipated aggregate gross proceeds is reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder only needs Holders shall provide written notice to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, date such Block Trade or Other Coordinated Offering of the Registrable Securities for which will commence. The Company shall use its commercially reasonable efforts to facilitate such Demanding Holder has requested such offeringBlock Trade or Other Coordinated 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 requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and any Underwritersthe Underwriter(s), brokers, sales agents agents, or placement agents 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, 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. Any offering conducted as 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 submit a notice of such Demanding Holders’ intent to withdraw from such Block Trade or Other Coordinated Offering to the Company, the Underwriter(s) and any brokers, sales agents or placement agents (if any). 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 will not count prior to its withdrawal under this Section 2.5. Each of (i) the Sponsor and Xxxx Insiders (taken together) and (ii) the NKGen Insiders (taken together) may demand no more than an aggregate of two (2) Block Trades and Other Coordinated Offerings pursuant to this Section 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 2.5 shall be counted as an Underwritten Shelf Takedown a demand for the purposes of a Demand Registration pursuant to Section 2.1.4.2.2.1 hereof. Exhibit E

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding an Initiating Holder notifies the Company that such Demanding 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 (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed ten $75 million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Initiating Holder, then such Demanding Initiating Holder only needs to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering of the Registrable Securities for which such Demanding Initiating Holder has requested such offering, without giving any effect to any required notice periods or delivery of notices to any other Holders; 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 reasonable best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents 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 2.1.42.1(f).

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision provisions of this Article II, but and subject to Section 3.43.05, at any time and from time to time when an effective Shelf is on file with the CommissionSEC and effective, 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 “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 in each case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $50,000,000 or (y) all remaining Registrable Securities held by such Holder (an “Other Coordinated Offering”), then notwithstanding any time periods provided for in each casethis Article II, (x) with a total offering price reasonably expected such Holder shall provide written notice to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering Block Trade or Other Coordinated Offering is to commence and the Company shall, shall as expeditiously as possible use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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 HoldersOffering; provided, provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage engaging in the such Block Trade or Other Coordinated Offering shall use their commercially reasonable best efforts to work with the Company and any Underwriters, brokers, sales agents Underwriters or placement agents prior or sales agents (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade or Other Coordinated Offering) 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. Any offering conducted as In the event of a Block Trade Trade, and after consultation with the Company, the Demanding Holders and the Requesting Holders (if any) shall determine the Maximum Number of Securities, the underwriter or Other Coordinated Offering will not count as an Underwritten Shelf Takedown for the purposes underwriters (which shall consist of Section 2.1.4one or more reputable nationally recognized investment banks) and share price of such offering.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Shelf is on file with the CommissionCommission and effective, 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 (bii) 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, (x) case with a total offering price reasonably expected to exceed ten exceed, in the aggregate, either (A) twenty million dollars ($10,000,00020,000,000) in the aggregate or (yB) with respect to all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1(e), such Demanding Holder only needs to shall notify the Company 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, shall use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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 HoldersOffering; 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, brokers, sales Underwriters or placement agents or placement sales agents 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 (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- interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering will not count as an Underwritten Shelf Takedown for shall have the purposes of Section 2.1.4.right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

Block Trades; Other Coordinated Offerings. 2.3.1 3.5.1 Notwithstanding any other provision of this Article II, but subject to Section 3.43.5, at any time and from time to time when an effective Shelf Registration 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 (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 (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed ten million dollars ($10,000,000) exceed, in the aggregate aggregate, either (x) $10 million or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering Block Trade or Other Coordinated Offering, as applicable, is expected to commence commence, and the Company shall, shall as expeditiously as possible use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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 HoldersOffering; 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, brokers, sales agents agents, or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus 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.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article II, but subject to subsection 2.2.3 and Section 3.4, at any time and from time to time when an effective Shelf shelf registration statement 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 “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), 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”), or (c) an unregistered “block” or similar transaction, including, without limitation, pursuant to Rule 144, effected through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Unregistered Offering”), in each casethen, provided that such Holder notifies the Company (x) with a total offering price reasonably expected to exceed ten million dollars ($10,000,000i) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company 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, shall as expeditiously as possible use its commercially reasonable best efforts to facilitate as expeditiously as possible, such Block Trade Trade, Other Coordinated Offering or Other Coordinated Offering Unregistered Offering, including, (a) in the event of a Block Trade, 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 customary comfort letters, customary legal opinions and customary underwriter due diligence, subject to any other Holders; providedreceipt by the Company, that its auditors and legal counsel of representation and documentation by such persons to permit the Demanding Holders representing a majority delivery of the Registrable Securities wishing to engage such comfort letter and legal opinions and (b) in the Block Trade event of an Other Coordinated Offering or Other Coordinated Offering shall use reasonable best efforts to work Unregistered Offering, the provision of any customary “legend removal” legal opinions in accordance with the Company and any Underwriters, brokers, sales agents or placement agents 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 2.1.45.3.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective 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 “"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, (x) with a total offering price reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company 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 reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering 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, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use reasonable best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents 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.