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

Block Trades; Other Coordinated Offerings. 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 Registration Statement on Form S-3 is on file with the Commission, if Demanding Holder desires to effect a Block Trade or an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s), 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 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. 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 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 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 Closing when an effective shelf Registration Statement on Form S-3 is on file with the Commission, if any Demanding Holder desires Holders desire to effect a Block Trade or an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,0005,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder Holders shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder Holders requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s), 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 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 Holders and the Requesting Holder Holder(s) (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holder Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holder’s 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 prior to its withdrawal under this Section 2.5. The Holder Each of (i) the Sponsor and Arrowroot Insiders (taken together) and (ii) the iLearningEngines 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 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 Registration Statement on Form S-3 is on file with the Commission, if any Demanding Holder desires Holders desire to effect a Block Trade or an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder Holders shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder Holders requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s), 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 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 Holders and the Requesting Holder Holder(s) (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holder Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holder’s 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 prior to its withdrawal under this Section 2.5. The Holder Each of (i) the Sponsor, Sponsor Members, and SPAC Anchor Investors (taken together) and (ii) the Company Shareholder 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 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 after the date of this Agreement when an effective shelf Shelf Registration Statement on Form S-3 is on file with the CommissionSEC, if Demanding in the event a Takedown Holder desires wishes to effect engage in (a) a sale of Registrable Securities in an underwritten transaction requiring the involvement of the Company but not involving (i) any “roadshow” 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 Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, requiring the involvement of the Company (but excluding, for the avoidance of doubt, any such offering or sale where the involvement required of the Company primarily relates to the removal of restrictive legends on the Registrable Securities sold in such transaction) (an “Other Coordinated Offering”), wherein each case (1) the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Takedown Holder shall provide written (i) give at least five Business Days’ prior notice in writing of such transaction to the Company at least five and (5ii) Business Days prior 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 notice; and (2) the Company shall reasonably cooperate with such requesting Holder or Holders to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts extent it is reasonably able to facilitate effect such Block Trade or Other Coordinated Offering, ; provided that the Demanding Holder requesting such Takedown Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their commercially reasonable best efforts to work with the Company and the Underwriter(s), brokers, sales agents, or placement agents any Financial Counterparty prior to making such request in order to facilitate the preparation of the Registration Statementregistration statement, Prospectus prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and Offering. No Holder will have the right to participate in any related due diligence and comfort procedures. In the event of a Block Trade or Other Coordinated OfferingOffering that is initiated by another Holder; provided that, and after consultation with during the CompanyTransfer Restriction Period, the Demanding right of any Holder and the Requesting Holder (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior that is a party to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used Stockholders Agreement to participate in connection with a any Block Trade or Other Coordinated OfferingOffering 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 Demanding Holder initiating such 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 have be for (x) at least $50 million in expected gross proceeds (in the right to submit a notice aggregate in the case of such Demanding Holder’s intent to withdraw from such Block Trade any at-the-market offering program) or Other Coordinated Offering to (y) all remaining Registrable Securities then held by the Company, the Underwriter(s) and any brokers, sales agents or placement agents (if anyTakedown Holder(s). Notwithstanding anything to A Holder in the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.5. The Holder aggregate may demand no more than an aggregate of two four (24) Block Trades and or Other Coordinated Offerings pursuant to this Section 2.5 in any twelve (12) month period. For the avoidance of doubt, a Block Trade or Other Coordinated Offering shall not constitute an Underwritten Shelf Takedown. The Holders of a majority of the Registrable Securities being sold in any Block Trade or Other Coordinated Offering effected pursuant shall select the Financial Counterparties to this Section 2.5 administer such Block Trade or Other Coordinated Offering; provided that such Financial Counterparties shall be counted as a demand for a Demand Registration pursuant reasonably acceptable to Section 2.2.1 hereofthe Company.

Block Trades; Other Coordinated Offerings. (a) 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 Registration Statement on Form S-3 Shelf is on file with the Commission, if Demanding an Initiating Holder desires notifies the Company that such Initiating Holder wishes to effect 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”), wherein in each case the anticipated aggregate gross proceeds is case, (x) with a total offering price reasonably expected to exceed $30,000,00075 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Initiating Holder, then notwithstanding any other time periods in this Article II, such Demanding Initiating Holder shall provide written notice 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 date 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 will commence. The Company shall use its commercially reasonable efforts of the Registrable Securities for which such Initiating Holder has requested such offering, without giving any effect to facilitate such Block Trade any required notice periods or Other Coordinated Offeringdelivery of notices to any other Holders; provided, provided that the Demanding Holder requesting such Initiating Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s)any Underwriters, 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 proceduresOffering. 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. 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 Any offering conducted as a Block Trade or Other Coordinated Offering prior to its withdrawal under this will not count as an Underwritten Shelf Takedown for the purposes of 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof2.1(f).

Block Trades; Other Coordinated Offerings. Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time after the date of this Agreement when an effective shelf Registration Statement on Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder desires wishes to effect engage in (a) a Block Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), wherein in each case the anticipated aggregate gross proceeds is with a total offering price reasonably expected to exceed exceed, in the aggregate, either (x) $30,000,00050 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding any other the time periods provided for in this Article IISection 2.1.4, such Demanding Holder shall provide written notice need only to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days business days prior to the date day such Block Trade or Other Coordinated Offering will commence. The offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, ; provided that the Demanding Holder requesting such Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their commercially reasonable best efforts to work with the Company and the Underwriter(s), brokers, sales agents, any Underwriters or placement agents or sales 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. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holder Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of such Demanding Holder’s intent their intention 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)Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.52.4.2. The Holder may demand no more than an aggregate of two (2) Block Trades and Other Coordinated Offerings pursuant Notwithstanding anything to the contrary in this Agreement, Section 2.5 in any twelve (12) month period. For the avoidance of doubt, any 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering effected initiated by a Demanding Holder pursuant to this Section 2.5 Agreement. The Demanding Holder in a Block Trade shall be counted as a demand have the right to select the Underwriters and any sale agents or placement agents (if any) for a Demand Registration pursuant to Section 2.2.1 hereofsuch Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

Block Trades; Other Coordinated Offerings. (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 after the date of this Agreement when an effective shelf Shelf Registration Statement on Form S-3 is on file with the CommissionSEC, if Demanding Holder desires a Stockholder wishes to effect 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 of at least $25.0 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Stockholder, then such Stockholder only needs to notify the Company of the Block Trade or an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder shall provide written notice to the Company Offering at least five (5) Business Days prior to the date day such Block Trade or Other Coordinated Offering will commence. The offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, ; provided that the Demanding Holder requesting such Stockholder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their commercially reasonable best efforts to work with the Company and the Underwriter(s)any underwriters, 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 proceduresOffering. 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 anyb) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in- interest of the Demanding Holder Stockholders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a written notice of such Demanding Holder’s intent to withdraw from such Block Trade or Other Coordinated Offering to the Company, the Underwriter(sunderwriter 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 prior to its withdrawal under this Section 2.54.4(b). The Holder may demand no more than an aggregate of two (2c) Block Trades and Other Coordinated Offerings pursuant Notwithstanding anything to the contrary in this Agreement, Section 2.5 in any twelve (12) month period. For the avoidance of doubt, any 4.3 shall not apply to a Block Trade or Other Coordinated Offering effected initiated by a Stockholder pursuant to this Section 2.5 Agreement. (d) The Stockholder in a Block Trade or Other Coordinated Offering shall be counted as a demand have the right to select the underwriters and any brokers, sales agents or placement agents (if any) for a Demand Registration pursuant to Section 2.2.1 hereofsuch Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

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 Registration Statement on Form S-3 Shelf is on file with the Commission, if a Demanding Holder desires notifies the Company that such Demanding Holder wishes to effect engage in (i) 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”), wherein in each case the anticipated aggregate gross proceeds is case, (x) with a total offering price reasonably expected to exceed $30,000,00020 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then notwithstanding any other time periods in this Article II, such Demanding Holder shall provide written notice only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days prior to the date 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 will commence. The Company shall use its commercially reasonable efforts of the Registrable Securities for which such Demanding Holder has requested such offering, without giving any effect to facilitate such Block Trade any required notice periods or Other Coordinated Offeringdelivery of notices to any other Holders; provided, provided that the Demanding Holder requesting such Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s)any Underwriters, 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 proceduresOffering. 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. 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 Any offering conducted as a Block Trade or Other Coordinated Offering prior to its withdrawal under this will not count as an Underwritten Shelf Takedown for the purposes of 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof2.1.4.

Block Trades; Other Coordinated Offerings. 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 Closing when an effective shelf Registration Statement on Form S-3 is on file with the Commission, if any Demanding Holder desires Holders desire to effect a Block Trade or an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder Holders shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder Holders requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s), 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 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 Holders and the Requesting Holder Holder(s) (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holder Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holder’s 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 prior to its withdrawal under this Section 2.5. The Holder 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof.. Exhibit E

Block Trades; Other Coordinated Offerings. 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 after the date of this Agreement when an effective shelf Registration Statement on Form S-3 is on file with the Commission, if a Demanding Holder desires or Shelf Demanding Holder, as applicable, wishes to effect 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 an aggregate offering price reasonably expected to be at least the Minimum Amount or (y) 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 an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder shall provide written notice to the Company Offering at least five (5) Business Days business days prior to the date day such Block Trade or Other Coordinated Offering will commence. The offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, ; provided that the Demanding Holder requesting such 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 their commercially reasonable best efforts to work with the Company and the Underwriter(s)any Underwriters, 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. 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 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 neither a Block Trade or nor an Other Coordinated Offering effected pursuant shall include an offering of Registrable Securities in which a negative assurance letter of counsel to this Section 2.5 shall the Company or a comfort letter of the accountants of the Company is to be counted delivered to the Underwriter or Underwriters, brokers, sales agents or distribution agents, as a demand for a Demand Registration pursuant to Section 2.2.1 hereofapplicable.

Block Trades; Other Coordinated Offerings. 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 Registration Statement on Form S-3 is on file with the Commission, if any Demanding Holder desires Holders desire to effect a Block Trade or an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,00040,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder Holders shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder Holders requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s), 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 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 Holders and the Requesting Holder 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 banksbanks (which, for the avoidance of doubt, include X. Xxxxx Securities, Inc. and Chardan Capital Markets LLC)) and share price of such offering. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holder Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holder’s 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 prior to its withdrawal under this Section 2.5. The Holder Each of (i) the Sponsor and BRPM Insiders (taken together) and (ii) the FaZe 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 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 after the date of this Agreement when an effective shelf Registration Statement on Form S-3 is on file with the Commission, if a Demanding Holder desires or Shelf Demanding Holder, as applicable, wishes to effect 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 an aggregate offering price reasonably expected to be at least the Minimum Amount or (y) 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 an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder shall provide written notice to the Company Offering at least five (5) Business Days business days prior to the date day such Block Trade or Other Coordinated Offering will commence. The offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, ; provided that the Demanding Holder requesting such 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 their commercially reasonable best efforts to work with the Company and the Underwriter(s)any Underwriters, 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. 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 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 an offering of Registrable Securities in which a negative assurance letter of counsel to the Company or a comfort letter of the accountants of the Company is to be delivered to the Underwriter or Underwriters, brokers, sales agents or distribution agents, as applicable, shall not be considered a Block Trade or an Other Coordinated Offering effected pursuant to this Section 2.5 shall be counted as a demand for a Demand Registration pursuant to Section 2.2.1 hereofOffering.

Block Trades; Other Coordinated Offerings. (a) 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 Registration Statement on Form S-3 Shelf is on file with the Commission, if Demanding an Initiating Holder desires notifies the Company that such Initiating Holder wishes to effect 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”), wherein in each case the anticipated aggregate gross proceeds is case, (x) with a total offering price reasonably expected to exceed $30,000,000[__] million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Initiating Holder, then notwithstanding any other time periods in this Article II, such Demanding Initiating Holder shall provide written notice 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 date 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 will commence. The Company shall use its commercially reasonable efforts of the Registrable Securities for which such Initiating Holder has requested such offering, without giving any effect to facilitate such Block Trade any required notice periods or Other Coordinated Offeringdelivery of notices to any other Holders; provided, provided that the Demanding Holder requesting such Initiating Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s)any Underwriters, 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 proceduresOffering. 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. 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 Any offering conducted as a Block Trade or Other Coordinated Offering prior to its withdrawal under this will not count as an Underwritten Shelf Takedown for the purposes of 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof2.1(f).

Block Trades; Other Coordinated Offerings. 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 after the date of this Agreement when an effective shelf Shelf Registration Statement on Form S-3 is on file with the CommissionSEC, if Demanding in the event a Takedown Holder desires wishes to effect engage in (a) a sale of Registrable Securities in an underwritten transaction requiring the involvement of the Company but not involving (i) any “roadshow” 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 Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, requiring the involvement of the Company (but excluding, for the avoidance of doubt, any such offering or sale where the involvement required of the Company primarily relates to the removal of restrictive legends on the Registrable Securities sold in such transaction) (an “Other Coordinated Offering”), wherein each case (1) the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Takedown Holder shall provide written (i) give at least five Business Days’ prior notice in writing of such transaction to the Company at least five and (5ii) Business Days prior 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 notice; and (2) the Company shall reasonably cooperate with such requesting Holder or Holders to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts extent it is reasonably able to facilitate effect such Block Trade or Other Coordinated Offering, ; provided that the Demanding Holder requesting such Takedown Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their commercially reasonable best efforts to work with the Company and the Underwriter(s), brokers, sales agents, or placement agents any Financial Counterparty prior to making such request in order to facilitate the preparation of the Registration Statementregistration statement, Prospectus prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and Offering. No Holder will have the right to participate in any related due diligence and comfort procedures. In the event of a Block Trade or Other Coordinated Offering, and after consultation with Offering that is initiated by another Holder. Notwithstanding the Companyforegoing, the Demanding Holder and the Requesting Holder (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior Company will have no obligations to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used be involved in connection with a any Block Trade or Other Coordinated Offering, Offering pursuant to this Section 3.3 unless the Demanding Holder initiating such proposed Block Trade or Other Coordinated Offering shall have be for (x) at least $50 million in expected gross proceeds (in the right to submit a notice aggregate in the case of such Demanding Holder’s intent to withdraw from such Block Trade any at-the-market offering program) or Other Coordinated Offering to (y) all remaining Registrable Securities then held by the Company, the Underwriter(s) and any brokers, sales agents or placement agents (if anyTakedown Holder(s). Notwithstanding anything to A Holder in the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.5. The Holder aggregate may demand no more than an aggregate of two four (24) Block Trades and or Other Coordinated Offerings pursuant to this Section 2.5 in any twelve (12) month period. For the avoidance of doubt, a Block Trade or Other Coordinated Offering shall not constitute an Underwritten Shelf Takedown. The Holders of a majority of the Registrable Securities being sold in any Block Trade or Other Coordinated Offering effected pursuant shall select the Financial Counterparties to this Section 2.5 administer such Block Trade or Other Coordinated Offering; provided that such Financial Counterparties shall be counted as a demand for a Demand Registration pursuant reasonably acceptable to Section 2.2.1 hereofthe Company.

Block Trades; Other Coordinated Offerings. 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 Closing when an effective shelf Registration Statement on Form S-3 is on file with the Commission, if any Demanding Holder desires Holders desire to effect a Block Trade or an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder Holders shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder Holders requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s), 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 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 Holders and the Requesting Holder Holder(s) (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holder Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holder’s 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 prior to its withdrawal under this Section 2.5. The Holder 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. 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 Registration Statement on Form S-3 is on file with the Commission, if any Demanding Holder desires Holders desire to effect a Block Trade or an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder Holders shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder Holders requesting such Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s), 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 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 Holders and the Requesting Holder Holder(s) (if any) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holder Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a notice of such Demanding Holder’s 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 prior to its withdrawal under this Section 2.5. The Holder Each of (i) the Sponsor, Sponsor Members, and SPAC Anchor Investors (taken together) and (ii) the Company Shareholder 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof.

Block Trades; Other Coordinated Offerings. (a) Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time after the date of this Agreement when an effective shelf Registration Statement on Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder desires wishes to effect engage in (i) a Block Trade or (ii) 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”), wherein in each case the anticipated aggregate gross proceeds is with a total offering price reasonably expected to exceed exceed, in the aggregate, either (A) twenty million dollars ($30,000,00020,000,000) or (B) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding any other the time periods provided for in this Article IISection 2.1(e), such Demanding Holder 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 date day such Block Trade or Other Coordinated Offering will offering is to commence. The , and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, ; provided that the Demanding Holder requesting such Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their commercially reasonable best efforts to work with the Company and the Underwriter(s), brokers, sales agents, any Underwriters or placement agents or sales 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 proceduresOffering. 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 anyb) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in- interest of the Demanding Holder Holders 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 Withdrawal Notice to the Company, Company and the Underwriter(s) and any brokers, sales agents Underwriter 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 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof.Underwriters DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

Block Trades; Other Coordinated Offerings. (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 after the date of this Agreement when an effective shelf Shelf Registration Statement on Form S-3 is on file with the CommissionSEC, if Demanding Holder desires a Stockholder wishes to effect 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 of at least $25.0 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Stockholder, then such Stockholder only needs to notify the Company of the Block Trade or an Other Coordinated Offering, wherein each case the anticipated aggregate gross proceeds is reasonably expected to exceed $30,000,000, then notwithstanding any other time periods in this Article II, such Demanding Holder shall provide written notice to the Company Offering at least five (5) Business Days business days prior to the date day such Block Trade or Other Coordinated Offering will commence. The offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, ; provided that the Demanding Holder requesting such Stockholder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their commercially reasonable best efforts to work with the Company and the Underwriter(s)any underwriters, 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 proceduresOffering. 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 anyb) shall determine the Maximum Number of Securities, the Underwriter or Underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in- interest of the Demanding Holder Stockholders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a written notice of such Demanding Holder’s intent to withdraw from such Block Trade or Other Coordinated Offering to the Company, the Underwriter(sunderwriter 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 prior to its withdrawal under this Section 2.54.4(b). (c) Notwithstanding anything to the contrary in this Agreement, Section 4.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Stockholder pursuant to this Agreement. (d) The Holder 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 aggregate may demand no more than an aggregate of (i) one (1) Block Trade pursuant to this Section 4.4 within any six (6) month period or (ii) 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof.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 date of this Agreement when an effective shelf Registration Statement on Form S-3 Shelf is on file with the Commission, if a Demanding Holder desires notifies the Company that such Demanding Holder wishes to effect 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"), wherein in each case the anticipated aggregate gross proceeds is case, (x) with a total offering price reasonably expected to exceed ten million dollars ($30,000,00010,000,000) in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then notwithstanding any other time periods in this Article II, such Demanding Holder shall provide written notice 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 date 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 will commence. The Company shall use its commercially reasonable efforts of the Registrable Securities for which such Demanding Holder has requested such offering, without giving any effect to facilitate such Block Trade any required notice periods or Other Coordinated Offeringdelivery of notices to any other Holders; provided, provided that the Demanding Holder requesting such Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use their reasonable best efforts to work with the Company and the Underwriter(s)any Underwriters, 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 proceduresOffering. 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. 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 Any offering conducted as a Block Trade or Other Coordinated Offering prior to its withdrawal under this will not count as an Underwritten Shelf Takedown for the purposes of 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 a demand for a Demand Registration pursuant to Section 2.2.1 hereof2.1.4.