Common use of Block Trades Clause in Contracts

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 Form S-3 is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.5.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Trade, any Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2subsection 2.5.2. 2.4.3 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.5.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 Form S-3 is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.5.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Trade, any Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2subsection 2.5.2. 2.4.3 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.5.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 Registration is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.3, such Block Trade Demanding Holder shall only need to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 2.9.1 Notwithstanding any other provision of this Article II, the foregoing (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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million US$5,000,000 or (y) where the Demanding Holder is a Significant Holder or the Sponsor (acting on behalf of the Sponsor Parties), all remaining Registrable Securities held by the Block Trade such Demanding Holder, then such Block Trade Demanding Holder shall notify PubCo and any Significant Holders and Sponsor of the Company of its request to engage in a Block Trade and, subject at least five (5) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, the Company offering is to commence and PubCo shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company PubCo and any Underwriters 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. 2.4.2 2.9.2 Prior to the filing of the applicable “red xxxxxxx” prospectus Prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw upon written notification to the Company PubCo and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade). Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.9.2. 2.4.3 Notwithstanding anything 2.9.3 Only Significant Holders or Sponsor (acting on behalf of the Sponsor Parties) may exercise Piggyback Registration rights in connection with a Block Trade; with respect to the contrary in this Agreementother Holders, Section 2.2 2.8 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. Notwithstanding the time periods provided for in Section 2.8, in a Significant Holder’s or Sponsor’s (acting on behalf of the Sponsor Parties) exercise of Piggyback Registration rights in connection with a Block Trade, PubCo and the Demanding Holder shall not be obligated to include such Significant Holder’s or Sponsor’s (acting on behalf of the Sponsor Parties) Registrable Securities in such Block Trade unless requested to do so in writing within the Business Day immediately following the date on which notice of the Block Trade is given pursuant to subsection 2.9.1. 2.4.4 2.9.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder 2.9.5 Holders in the aggregate may make unlimited demands demand no more than one (1) Block Trade pursuant to this Section 2.9 in respect of any three (3) month period, and no more than three (3) Block Trades pursuant to this Section 2.42.9 within the first twelve (12) months following the Acquisition Closing. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.9 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4for purposes of subsection 2.4.3.

Block Trades. 2.4.1 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if the Sponsor one or an Existing Investor (in such case, more Demanding Holders desire to effect a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 15,000,000 or (y) all remaining Registrable Securities held by the Block Trade such Demanding HolderHolder(s), but in no event less than $10,000,000, then such Block Trade Demanding Holder Holder(s) shall notify provide written notice to the Company of its request at least five (5) business days prior to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by date such Block Trade Demanding Holderwill commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade . The Demanding Holder Holders shall use commercially reasonable best efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) 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 TradeTrade and any related due diligence and comfort procedures. 2.4.2 2.5.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2subsection 2.5.2. 2.4.3 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.5.4 The Block Trade Demanding Holder Holder(s) in a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 2.5.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than four (4) Block Trades pursuant to this Section 2.4. For the avoidance of doubt, 2.5 in any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4twelve (12) month period.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) wishes Holders wish to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding HolderHolders, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall Holders need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder Holders pursuant to this Agreement. 2.4.4 The Block Trade A majority-in-interest of the Demanding Holder Holders in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Form S-1 Shelf or Form S-3 Shelf, as applicable, is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (A) with a total offering price reasonably expected to exceed, exceed $50 million in the aggregate, either (x) $10 million aggregate or (yB) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder Holder(s) shall notify provide written notice to the Company of its request at least five business days prior to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by proposed date such Block Trade Demanding Holderwill commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters the Underwriter(s) prior to making such request (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.4.2 Trade and any related due diligence and comfort procedures. Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority in interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its such Demanding Holders’ withdrawal under this Section 2.4.2. 2.4.3 2.4. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 . The Block Trade Demanding Holder in Holder(s) initiating a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 , which Underwriter(s) shall be reasonably satisfactory to the Company. A Holder in the aggregate may make unlimited demands in respect of demand no more than one Block Trades Trade pursuant to this Section 2.42.4 within any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown Offering pursuant to Section 2.1.42.1 hereof.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Stockholder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a $50 million total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by then notwithstanding the Block Trade time periods provided for in Section 2.1.4, such Demanding Holder, then such Block Trade Demanding Holder shall Stockholder need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided provided, however, that such the Demanding Stockholders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders Stockholders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder Stockholder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in Stockholder initiating a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable reputable, nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 2.3.1 Notwithstanding any other provision the foregoing, following the expiration of this Article II, but subject to Section 3.4the Lock-Up Period, at any time and from time to time time, when an effective Shelf is on file with the CommissionCommission and effective, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 75 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradeTrade provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article 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 the Sponsor a Demanding Holder or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding HolderHolder or Holders, then such Demanding Holder(s) shall provide written notice to the Company at least five (5) business days prior to the date such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holderwill commence. As promptly as reasonably practicable, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade . The Demanding Holder Holder(s) shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block TradeTrade and any related due diligence and comfort procedures. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade one or more Demanding Holder Holders pursuant to Section 2.4 of this Agreement. 2.4.4 The Block Trade A majority-in-interest of the Demanding Holder Holders in a Block Trade shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 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 Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall only need to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 25 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $10.0 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder (the “Minimum Block Trade Demanding HolderThreshold”), then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A 2.3.5 Each Legacy Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 2.9.1 Notwithstanding any other provision of this Article II, the foregoing (but subject to the Lock-Up Agreements and to Section 3.4), at any time and from time to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) wishes Holders wish to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million US$15,000,000 or (y) where the Demanding Holder is the Sponsor (acting on behalf of the Sponsor Parties), all remaining Registrable Securities held by the Block Trade Demanding HolderSponsor (acting on behalf of the Sponsor Parties), then such Demanding Holders shall notify Acquiror, the other Demanding Holders and the Requesting Holders (if any) of the Block Trade Demanding Holder shall notify at least five (5) Business Days prior to the Company of its request day such offering is to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company commence and Acquiror shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company Acquiror and any Underwriters 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. 2.4.2 2.9.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus Prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw upon written notification to the Company Acquiror and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade). Notwithstanding anything to the contrary in this Agreement, the Company Acquiror shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.9.2. 2.4.3 2.9.3 Notwithstanding anything to the contrary time periods provided for in this AgreementSection 2.8 in a Sponsor’s (acting on behalf of the Sponsor Parties), Section 2.2 Demanding Holders’ or Requesting Holders’ exercise of Piggyback Registration rights in connection with a Block Trade, Acquiror and the Demanding Holders or Sponsor, as applicable, shall not apply be obligated to a include the Sponsor’s (acting on behalf of the Sponsor Parties), Demanding Holders’ or Requesting Holders’, as applicable, Registrable Securities in such Block Trade initiated by a unless requested to do so in writing within the Business Day immediately following the date on which notice of the Block Trade Demanding Holder is given pursuant to this Agreementsubsection 2.9.1. 2.4.4 2.9.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder 2.9.5 Holders in the aggregate may make unlimited demands demand no more than one (1) Block Trade pursuant to this Section 2.9 in respect of any three (3) month period, and no more than three (3) Block Trades pursuant to this Section 2.42.9 within the first twelve (12) months following the Closing. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.9 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4for purposes of subsection 2.4.3.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 75 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), ) (x) with a total offering price reasonably expected to exceed, exceed $100 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade andat least five (5) Business Days prior to the day such offering is to commence, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, and the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade, including by providing notice of such Proposed Block Trade to the non-demanding Holders (the “Block Piggyback Holders”) at least two (2) business days prior to the day such offering is to commence, and the Company shall include in such Block Trade such number of Registrable Securities as such Block Piggyback Holders may request in writing at least one (1) business day prior to the day such offering is to commence; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and Company, the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, and the provisions of Section 2.1.7 hereof shall apply. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Notwithstanding anything to the contrary in this Agreement, a Demanding Holder in the aggregate may make unlimited demands in respect of demand up to four (4) Block Trades pursuant to this Section 2.42.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4Sections 2.1.4 or 2.1.5 hereof.

Block Trades. 2.4.1 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 Registration is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 50,000,000 or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.3, such Block Trade Demanding Holder shall only need to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 (a) Notwithstanding the foregoing, following the expiration of any other provision of this Article II, but subject lock-up period that may be applicable to Section 3.4a Holder, at any time time, and from time to time after when an effective Resale Shelf Registration Statement is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving consummate a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 40 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods and piggyback rights otherwise provided herein, such Block Trade Demanding Holder shall notify shall, if it would like the Company assistance of its request Domesticated SPAC, give Domesticated SPAC sufficient advance notice in order to engage in a Block Trade and, subject to Section 3.1.8 or prepare the waiver thereof by appropriate documentation for such Block Trade transaction. Such Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such if requesting a Registered underwritten Block Trade; provided that such Block Trade Demanding Holder , (1) shall use commercially reasonable efforts to work with give Domesticated SPAC written notice of the Company transaction and any Underwriters the anticipated launch date of the transaction at least seven (7) Business Days prior to making such request in order to facilitate preparation the anticipated launch date of the registration statementtransaction, prospectus (2) Domesticated SPAC shall not be required to notify other Holders, and other offering documentation related (3) Domesticated SPAC shall only be required to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used include in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade only shares held by the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2Holders. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 (b) The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable reputable, nationally recognized investment banks). 2.4.5 A (c) Notwithstanding anything to the contrary in this Agreement, Section 2.3 shall not apply to a Block Trade initiated by a Demanding Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4Agreement.

Block Trades. 2.4.1 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 Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering Underwritten Offering not involving a “roadshowroad show,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 5 million or (y) all remaining Registrable Securities held by the Block Trade Demanding such Holder, then notwithstanding the time periods provided for in Section 2.2.1, such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least three (3) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Holder wishing to engage in the Block Trade Demanding Holder shall use its commercially reasonable efforts to work with the Company and any 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. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating that initiated such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder ) in connection with such Block Trade, provided that such selection shall be subject to the aggregate may make unlimited demands in respect consent of Block Trades pursuant to this Section 2.4. For the avoidance of doubtCompany, any Block Trade effected pursuant to this Section 2.4 which consent shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4unreasonably withheld, conditioned or delayed.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 5,000,000 or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall shall, as expeditiously as possible possible, use its commercially reasonable best efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable best efforts to work with the Company and any Underwriters (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), subject to the approval of the Company. 2.4.5 2.3.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 Notwithstanding any other provision provisions of this Article IIAgreement, but subject to Section 3.4, at any time and from time if a Demanding Holder desires to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, effect a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by the Block Trade such Demanding Holder, then notwithstanding the time periods provided for in Section ‎2.2.1, such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least three (3) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holder wishing to engage in the Block Trade Demanding Holder shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents 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. 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating that initiated such Block Trade 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section ‎2.4.2 in the first instance of any such withdrawal; provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to any subsequent withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 ‎2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters Underwriters, placement agents or sales agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two Block Trades pursuant to this Section 2.42.4 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 Notwithstanding any other provision If the Designated Holder proposes to sell Registrable Securities by means of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Underwritten Block Trade (either by means of a Shelf is on file with the CommissionOffering or, if the Sponsor or Company is eligible, by filing an Existing Investor Automatic Shelf Registration Statement (as such term is defined in such case, a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”Rule 405 under the Securities Act)), with a total offering price reasonably expected to exceedthen notwithstanding the time periods set forth elsewhere in this Section 1, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Designated Holder shall may notify the Company of its request to engage in a the Underwritten Block Trade and, subject not less than two (2) Business Days prior to Section 3.1.8 or the waiver thereof by day such offering is first anticipated to commence. The Company will promptly notify other Holders of such Underwritten Block Trade Demanding and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Designated Holder), and the Company shall will as expeditiously as possible use its commercially reasonable best efforts to facilitate such Underwritten Block Trade; provided that such further that, notwithstanding anything herein to the contrary, no Holder other than the Designated Holder will be permitted to participate in an Underwritten Block Trade Demanding Holder shall use commercially reasonable efforts to work with without the Company and any Underwriters prior to making such request in order to facilitate preparation consent of the registration statement, prospectus and other offering documentation related Designated Holder. Any Potential Participant’s request to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used participate in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such an Underwritten Block Trade shall have be binding on the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2Potential Participant. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article IISection 2.5, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, Holders desire to effect a “Block Trade Demanding Holder”in which such Holders (a) wishes reasonably expect to engage sell Registrable Securities yielding aggregate gross proceeds in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “excess of $25,000,000 from such Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million Trade or (yb) reasonably expect to sell all remaining of the Registrable Securities held by the such Holders in such Block Trade Demanding HolderTrade, then notwithstanding any other time periods in this Section 2.5, the Holders shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holderwill commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder . The Holders shall use commercially reasonable best efforts to work with the Company and any the Underwriters prior (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to Trade and any related due diligence and comfort procedures. In the filing event of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, and after consultation with the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoCompany, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters Requesting Holders (if any) shall determine the Maximum Number of their intention to withdraw from Securities, the underwriter or underwriters and share price of such Block Tradeoffering. Notwithstanding anything to the contrary in any other provision of this Agreement, in the event of a Block Trade in connection with the sale of Registrable Securities by a pledgee upon foreclosure of the Registrable Securities that were pledged as collateral for a loan, the Company shall be responsible for not include any other Holders’ Registrable Securities on the Registration Expenses incurred in connection Statement or Prospectus with a Block Trade prior respect to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks)Trade. 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 (a) Notwithstanding any other provision of this Article IISection 2.5, 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (xi) $10 million 20,000,000 or (yii) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Demanding Holder only needs to notify Parent of the Block Trade Demanding Holder shall notify at least five business days prior to the Company of its request day such offering is to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company commence and Parent shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company Parent and any Underwriters 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. 2.4.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus Prospectus or prospectus Prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Trade, any Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdrawal notice to the Company Parent and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 (d) The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article II, but subject Subject to Section 3.44.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the CommissionCommission and effective, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) BT Assets wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 10,000,000 or (y) all remaining Registrable Securities held by the Block Trade Demanding HolderBT Assets, then such Block Trade Demanding Holder notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall notify the Company of its request to engage in a the Block Trade and, subject at least five Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided provided, that such Block Trade Demanding Holder BT Assets shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade; provided, further, that if, in connection with a Block Trade, the Company is not required to take any actions to facilitate such Block Trade (other than customary coordination with the Company’s transfer agent to remove any restrictive legends from the shares of Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade BT Assets shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section subsection 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade BT Assets shall have the right to select the Underwriters for such a Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 Registration Statement is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in (A) a Block Trade or (B) an underwritten “at the market” or similar registered offering not involving through a broker, sales agent or distribution agent, whether as agent or principal (an “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block TradeOther Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 35.0 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2(a)(iv), such Block Trade Demanding Holder shall notify the Company of its request to engage in a the Block Trade and, subject or Other Coordinated Offering at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade or Other Coordinated Offering; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters underwriters or placement agents or 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. 2.4.2 Prior to Trade or Other Coordinated Offering; provided further that in the filing case of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a such underwritten Block Trade or the issuance of a press release by the applicable Block Trade Demanding Other Coordinated Offering, only such Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the a right to submit a Withdrawal Notice notice of and to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from participate in such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2offering. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall only need to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 25 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 2.3.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 (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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters 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. 2.4.2 (b) Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus Prospectus or prospectus Prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Trade, any Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 (d) The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 5.0 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited no more than two Block Trade demands in respect of Block Trades pursuant to this Section 2.42.4 within any six-month period or four Block Trade demands in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 2.5.1 Notwithstanding any other provision of this Article IISection 2, but subject to Section 3.4, at any time and from time if a Demanding Holder desires to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, effect a “Block Trade Demanding Holder”(x) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, exceed $50 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder; provided that the total offering price is reasonably expected to exceed $25 million in the aggregate, then such Block Trade Demanding Holder shall notify provide written notice to the Company of its request at least five (5) Business Days prior to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by date such Block Trade Demanding Holder, the will commence. The Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder . The Holders shall use commercially reasonable best efforts to work with the Company and any the Underwriters prior (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to Trade and any related due diligence and comfort procedures. In the filing event of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, and after consultation with the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoCompany, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters Requesting Holders (if any) shall determine the Maximum Number of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this AgreementSecurities, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 underwriter or underwriters and share price of such offering. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. In any twelve (12) month period, the Company shall not be obligated to effect more than (x) one (1) Block Trade demanded by the BowX Investors, (y) three (3) Block Trade demanded by the Windmill Investors and (z) one (1) Block Trade demanded by each of the Anchor Investors; provided however, that the BowX Investors, Windmill Investors and the Anchor Investors shall be entitled to make no less than six (6) Block Trade demands in the aggregate in any such twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.5.1 shall not be counted as a demand for an Underwritten Demand or an Underwritten Offering pursuant to Section 2.1.3 hereof. 2.4.4 2.5.2 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in (a) an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject or Other Coordinated Offering at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade or Other Coordinated Offering; provided provided, however, that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradeTrade or Other Coordinated Offering. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade 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 (if any) of their intention to withdraw from such Block TradeTrade 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 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters for such Block Trade or Other Coordinated Offering (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.42.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 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 Registration Statement is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in (A) a Block Trade or (B) an underwritten “at the market” or similar registered offering not involving through a broker, sales agent or distribution agent, whether as agent or principal (an “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block TradeOther Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 10.0 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2(a)(iv), such Block Trade Demanding Holder shall notify the Company of its request to engage in a the Block Trade and, subject or Other Coordinated Offering at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade or Other Coordinated Offering; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters underwriters or placement agents or 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. 2.4.2 Prior to Trade or Other Coordinated Offering; provided further that in the filing case of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a such underwritten Block Trade or the issuance of a press release by the applicable Block Trade Demanding Other Coordinated Offering, only such Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the a right to submit a Withdrawal Notice notice of and to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from participate in such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2offering. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision provisions of this Article IIAgreement, but subject to Section 3.4, at any time and from time if a Demanding Holder desires to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, effect a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by the Block Trade such Demanding Holder, then notwithstanding the time periods provided for in Section ‎2.2.1, such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least three (3) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holder wishing to engage in the Block Trade Demanding Holder shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents 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. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating that initiated such Block Trade 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section ‎2.4.2 in the first instance of any such withdrawal; provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a block trade prior to any subsequent withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 ‎2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters Underwriters, placement agents or sales agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two Block Trades pursuant to this Section 2.42.4 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.14 hereof.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) wishes If EQT desires to engage in an underwritten registered offering not involving block trade or bought deal pursuant to a “roadshow,” i.e.shelf registration statement (either through filing an automatic shelf registration statement or through a take-down from an already existing shelf registration statement) (each, an offering commonly known as a “block trade” (a “Underwritten Block Trade”), with a total offering price reasonably expected to exceedthen, notwithstanding the time periods set forth in the aggregateSection 2.1(c), either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder EQT shall notify the Company of its request to engage in a the Underwritten Block Trade and, subject not less than three (3) Business Days prior to Section 3.1.8 or the waiver thereof by day such offering is first anticipated to commence. The Company will use its commercially reasonable efforts to promptly notify the other Holders of such Underwritten Block Trade Demanding Holder, at the address provided in writing to the Company shall prior to such trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. two (2) Business Days prior to the day such offering is to commence) (unless a longer period is agreed to by EQT), and the Company will as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Underwritten Block Trade Demanding Holder shall (which may close as early as two (2) Business Days after the date it commences). The Holders wishing to engage in the Underwritten Block Trade shall, to the extent practicable, use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request underwriters in order to facilitate preparation of the any registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. 2.4.2 Prior . Any Potential Participant’s request to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used participate in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such an Underwritten Block Trade shall have be binding on the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradePotential Participant. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a any Underwritten Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not requested hereunder must be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4aggregate expected proceeds of at least $10 million.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 25.0 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades per year pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $1 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall (the “Minimum Block Threshold”), then, notwithstanding any other provisions hereof, such Demanding Holder only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 2.3.5 A Demanding Holder in the aggregate may make unlimited demands in respect of demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any six (6) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 (a) Notwithstanding any other provision of this Article IISection 2.6, 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 20,000,000 or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Demanding Holder only needs to notify Pubco of the Block Trade Demanding Holder shall notify at least five (5) business days prior to the Company of its request day such offering is to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company commence and Pubco shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company Pubco and any Underwriters 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. 2.4.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus Prospectus or prospectus Prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Trade, any Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company Pubco and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 (d) The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 2.6.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if the Sponsor one or an Existing Investor (in such case, more Demanding Holders desire to effect a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder100,000,000, then such Block Trade Demanding Holder Holder(s) shall notify provide written notice to the Company of its request at least five (5) business days prior to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by date such Block Trade Demanding Holderwill commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade . The applicable Demanding Holder Holders shall use commercially reasonable best efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) 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 TradeTrade and any related due diligence and comfort procedures. 2.4.2 2.6.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus, prospectus supplement or press release used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.6.2. 2.4.3 2.6.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.6.4 The Block Trade Demanding Holder Holder(s) in a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 2.6.5 A Demanding Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.4. For the avoidance of doubt, 2.6 in any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4twelve (12) month period.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in (a) an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering 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, in the aggregate, either (x) $10 25 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade or Other Coordinated Offering; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters 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 TradeTrade or Other Coordinated Offering. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade 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 (if any) ), brokers, sales agents or placement agents of their intention to withdraw from such Block TradeTrade 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 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades or Other Coordinated Offering pursuant to this Section 2.42.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 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 Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in 2.3.5 The Legacy RMC Equityholders, on the aggregate one hand, and the Sponsor Equityholders, on the other hand, may make unlimited demands in respect of each demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder (the “Minimum Block Trade Demanding HolderThreshold”), then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate 2.3.5 Each Legacy Orchestra Equityholder and Sponsor Equityholder may make unlimited demands in respect of demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 Notwithstanding any other provision the foregoing, following the expiration of this Article II, but subject to Section 3.4the Lock-up Period, at any time and from time to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding Holder (the “Minimum Block Trade Demanding HolderThreshold”), then notwithstanding the time periods provided for in Section 2.1.5, such Block Trade Demanding Holder shall only need to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. Any demand for a Block Trade, unless withdrawn pursuant to Section 2.4.2, shall count as a Block Trade demanded by the AST Equityholders, and shall count toward the Yearly Limit and the Total Limit. 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade; provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the Demanding Holder(s). If withdrawn, a demand for a Block Trade shall constitute a demand for a Block Trade for purposes of Section 2.4.1 and shall count toward the Yearly Limit and the Total Limit, unless either (i) the Demanding Holder(s) making the withdrawal has not previously withdrawn any Underwritten Shelf Takedown or Block Trade or (ii) the Demanding Holder(s) making the withdrawal reimburses the Company for all Registration Expenses with respect to such Block Trade; provided that, if any other Demanding Holder elects to continue a Block Trade pursuant to the proviso in the immediately preceding sentence, such Block Trade shall instead count as a Block Trade demanded by the Demanding Holders for purposes of Section 2.4.1 and shall count toward the Yearly Limit and the Total Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior Trade, other than if a Demanding Holder elects to its withdrawal under pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 (a) Notwithstanding any other provision anything contained in this Section 2, following the expiration of this Article IIthe applicable lock-up period to such Holder, but subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with in the Commission, if the Sponsor or an Existing Investor (in such case, event of a “Block Trade Demanding Holder”) wishes to engage sale of Registrable Securities in an underwritten registered offering transaction requiring the involvement of Holdings but not involving a any “roadshow,road show” i.e., an offering and which is commonly known as a “block trade” (a “Block Trade”), (1) the Holder shall (i) give at least five Business Days prior notice in writing of such transaction to Holdings, (ii) identify the potential underwriter(s) in such notice with a total offering price reasonably expected to exceed, in contact information for such underwriter(s) and (iii) the aggregate, either (x) $10 million or (y) all remaining maximum number of Registrable Securities held by to be sold in such offering and the expected gross proceeds of such offering; and (2) Holdings shall cooperate with such requesting Holder or Holders to the extent it is reasonably able to effect such Block Trade. Any Block Trade Demanding Holdershall be for at least $20 million in expected gross proceeds. For the avoidance of doubt, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or shall not constitute an Underwritten Shelf Takedown. The Holders of at least a majority of the waiver thereof by such Registrable Shares being sold in any Block Trade Demanding Holder, shall select the Company shall as expeditiously as possible use its commercially reasonable efforts underwriter(s) to facilitate administer such Block Trade; provided that such Block Trade Demanding Holder underwriter(s) shall use commercially reasonable efforts be reasonably acceptable to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradeHoldings. 2.4.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade Holder shall have the right to submit a Withdrawal Notice written notice of withdrawal to the Company and the Underwriter or Underwriters (if any) Holdings of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company Holdings shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its such Holder’s withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks2.5(b). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision anything contained in this Section 2, in the event a sale of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf Registrable Securities is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering transaction requiring the involvement of the Company but not involving (i) any “road show” or (ii) a “roadshow,” i.e.lock-up agreement of more than 45 days to which the Company is a party, an offering and which is commonly known as a “block trade” (a “Block Trade”), with the requesting Holder shall provide notice to each of the other Holders that is a total offering price reasonably expected party to exceed, in this agreement and (1) holds more than 5% of the aggregate, either (x) $10 million Common Stock or (y2) all remaining Registrable Securities held is identified by the Block Trade Demanding HolderCompany as an Affiliate of the Company, then such Block Trade Demanding Holder shall notify the Company of its request intention to engage in deliver a Block Trade and, subject Notice and offer such other Holders the opportunity to Section 3.1.8 or the waiver thereof by such participate in delivering a joint Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related Notice (to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding extent such Holders initiating such Block Trade shall have the right to submit participate in the Block Trade under this Agreement). If any other Holders elect to participate in such joint Block Trade Notice within 1 day following receipt of notice, then such Holders shall be required to deliver a Withdrawal joint Block Trade Notice with respect to the Registrable Securities of all Holders participating in such joint Block Trade Notice. Each Holder that participates in the delivery of a joint Block Trade Notice shall be an Initiating Holder with respect to that Block Trade Notice. In connection with any Block Trade, (i) the requesting Holder(s) shall (A) give at least three Business Days prior notice (a “Block Trade Notice”) in writing of such transaction to the Company and the Underwriter or Underwriters (if anyB) of their intention with respect to withdraw from such any Block Trade. Notwithstanding anything to , identify the contrary potential underwriter(s) in this Agreement, such notice with contact information for such underwriter(s); and (ii) the Company shall be responsible for the Registration Expenses incurred in connection cooperate with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything such requesting Holder or Holders to the contrary in this Agreement, Section 2.2 extent it is reasonably able and shall not apply be required to a Block Trade initiated by a Block Trade Demanding Holder pursuant give notice thereof to this Agreement. 2.4.4 The Block Trade Demanding Holder in a other Holders of Registrable Securities or permit their participation therein unless reasonably practicable. Any Block Trade shall have the right be for at least $5 million in expected gross proceeds. The Company shall not be required to select the Underwriters for such Block Trade (which shall consist of one or effectuate more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of than three Block Trades pursuant to this Section 2.4in any 90-day period. For the avoidance of doubt, any a Block Trade effected pursuant to this Section 2.4 shall not be counted as constitute a demand for an Demand Registration or a Requested Underwritten Shelf Takedown pursuant to Section 2.1.4Offering.

Block Trades. 2.4.1 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 Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in 2.3.5 The Legacy Scilex Equityholder, on the aggregate one hand, and the Sponsor Equityholders, on the other hand, may make unlimited demands in respect of each demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 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 Registration is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 40,000,000 or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.3, such Block Trade Demanding Holder shall only need to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s consent, not to be unreasonably conditioned, delayed or withheld. 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 2.9.1 Notwithstanding any other provision of this Article II, the foregoing (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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million US$15,000,000 or (y) where the Demanding Holder is a Significant Holder or the Sponsor (acting on behalf of the Sponsor Parties), all remaining Registrable Securities held by the Block Trade such Demanding Holder, then such Block Trade Demanding Holder shall notify PubCo and any Significant Holders and Sponsor of the Company of its request to engage in a Block Trade and, subject at least five (5) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, the Company offering is to commence and PubCo shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company PubCo and any Underwriters 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. 2.4.2 2.9.2 Prior to the filing of the applicable “red xxxxxxx” prospectus Prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw upon written notification to the Company PubCo and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade). Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.9.2. 2.4.3 Notwithstanding anything 2.9.3 Only Significant Holders or Sponsor (acting on behalf of the Sponsor Parties) may exercise Piggyback Registration rights in connection with a Block Trade; with respect to the contrary in this Agreementother Holders, Section 2.2 2.8 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. Notwithstanding the time periods provided for in Section 2.8, in a Significant Holder’s or Sponsor’s (acting on behalf of the Sponsor Parties) exercise of Piggyback Registration rights in connection with a Block Trade, PubCo and the Demanding Holder shall not be obligated to include such Significant Holder’s or Sponsor’s (acting on behalf of the Sponsor Parties) Registrable Securities in such Block Trade unless requested to do so in writing within the Business Day immediately following the date on which notice of the Block Trade is given pursuant to subsection 2.9.1. 2.4.4 2.9.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder 2.9.5 Holders in the aggregate may make unlimited demands demand no more than one (1) Block Trade pursuant to this Section 2.9 in respect of any three (3) month period, and no more than three (3) Block Trades pursuant to this Section 2.42.9 within the first twelve (12) months following the Amalgamation Closing. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.9 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4for purposes of subsection 2.4.3.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” i.e., an offering commonly known as a “block trade” two (2)-day or less marketing period (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally internationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected or Other Coordinated Offerings pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4in any twelve (12) month period.

Block Trades. 2.4.1 (a) Notwithstanding any other provision of this Article IIIII, but subject to Section 3.4and only after the Lock-Up Period, at any time and from time to time when an effective Shelf Registration Statement is on file with the CommissionSEC, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Shareholder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade andTrade, subject then such Shareholder only needs to Section 3.1.8 or provide written notice to the waiver thereof by such Company of the Block Trade Demanding Holder, at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder Shareholder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade Shareholder shall have the right to submit a Withdrawal Notice written notice to the Company and the Underwriter or Underwriters (if any) of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, such Shareholder shall reimburse the Company shall be responsible for any outside legal and accounting expenses incurred by the Registration Expenses incurred Company and reasonably allocable to such Shareholder in connection with a such Block Trade and prior to its withdrawal under this Section 2.4.23.7(b). 2.4.3 Notwithstanding anything (c) The holders of a majority of the shares of Common Stock to the contrary be included in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a such Block Trade shall have the right to select the Underwriters; provided that such Underwriters shall be reasonably acceptable to the Company. The Company shall have the right to designate counsel for the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks)Trade. 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. (d) For the avoidance of doubt, any Block Trade effected pursuant Trades shall be subject to the limitations and requirements set forth in the other provisions of this Section 2.4 shall not be counted as a demand for an Article III that are applicable to Underwritten Shelf Takedown pursuant to Section 2.1.4Offerings.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article IIthe foregoing, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Shelf shelf registration statement is on file with the CommissionCommission and effective, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) for all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.1, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.5.1 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.22.5.1. 2.4.3 2.5.2 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.5.3 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder (the “Minimum Block Trade Demanding HolderThreshold”), then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s) . Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate 2.3.5 Each Legacy Orchestra Equityholder and Sponsor Equityholder may make unlimited demands in respect of demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 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 Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 . Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 2.3.2. Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 . The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in . The Legacy Scilex Equityholder, on the aggregate one hand, and the Sponsor Equityholders, on the other hand, may make unlimited demands in respect of each demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, Holders desire to effect a “Block Trade Demanding Holder”) wishes by delivering a Shelf Takedown Notice pursuant to engage in an underwritten registered offering not involving subsection 2.1.3 or a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected Demand Registration pursuant to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holdersubsection 2.2.1, then such Block Trade Demanding Holder Holder(s) shall notify provide written notice to the Company of its request at least five (5) Business Days prior to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by proposed date such Block Trade Demanding Holder, the will commence. The Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that such Block Trade . The Demanding Holder Holders shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.4.2 Trade and any related due diligence and comfort procedures. Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw from such Block Trade, in good faith and en bloc, upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its such Demanding Holders’ withdrawal under this Section 2.4.2. 2.4.3 2.5. Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 . The Block Trade Demanding Holder in Holder(s) initiating a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A , which Underwriter(s) shall be reasonably satisfactory to the Company. No Holder in the aggregate may make unlimited demands in respect of effect more than [●] Block Trades pursuant to this Section 2.4. For the avoidance of doubt, 2.5 in any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.412 month period.

Block Trades. 2.4.1 2.4.1. Notwithstanding any other provision of this Article II2, 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (xa) $10 15 million or (yb) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 3.1.7 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. Notwithstanding anything herein to the contrary, a Block Trade shall not be counted as an Underwritten Shelf Takedown effected pursuant to Section 2.1.3. 2.4.2 2.4.2. Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 2.4.3. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.4.4. The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 2.4.5. A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 Notwithstanding any other provision provisions of this Article IIAgreement, but subject to Section 3.4, at any time and from time if a Demanding Holder desires to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, effect a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by the Block Trade such Demanding Holder, then notwithstanding the time periods provided for in Section 2.2.1, such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least three (3) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holder wishing to engage in the Block Trade Demanding Holder shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents 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. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating that initiated such Block Trade 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2 in the first instance of any such withdrawal; provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to any subsequent withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters Underwriters, placement agents or sales agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two Block Trades pursuant to this Section 2.42.4 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 (i) Notwithstanding any other provision of this Article IISection 2, but subject to Section 3.4the other terms of this Agreement, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) wishes Holders wish to engage in an underwritten registered offering Underwritten Offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 7.5 million or (y) all remaining Registrable Securities held by the Block Trade Demanding HolderHolders, then such Block Trade Demanding Holder shall Holders only need to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) Trading Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Holders wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 (ii) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Trade, any Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice written notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration registration Expenses (in accordance with Section 5) incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2subsection. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 (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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 [●] million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters 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. 2.4.2 (b) Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus Prospectus or prospectus Prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Trade, any Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if anyUnderwriter(s) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.4. 2.4.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 (d) The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. (e) For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1(d) hereof.

Block Trades. 2.4.1 (a) Notwithstanding any other provision anything contained in this Section 2, in the event 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) wishes to engage sale of Registrable Shares in an underwritten registered offering transaction requiring the involvement of PubCo but not involving a any “roadshow,road show” i.e., an offering and which is commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, (1) the Takedown Holder shall (i) give at least five (5) Business Days prior notice in writing (the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the “Block Trade Demanding Holder, then Notice”) of such transaction to PubCo and (ii) identify the potential underwriter(s) in such notice with contact information for such underwriter(s); and (2) PubCo shall cooperate with such requesting Holder or Holders to the extent it is reasonably able to effect such Block Trade. Any Block Trade Demanding Holder shall notify be for at least $25 million in expected gross proceeds. PubCo shall not be required to effectuate more than two Block Trades in any 12-month period. For the Company avoidance of its request to engage in doubt, a Block Trade and, subject to Section 3.1.8 or shall not constitute an Underwritten Shelf Takedown. The Holders of at least a majority of the waiver thereof by such Registrable Shares being sold in any Block Trade Demanding Holder, shall select the Company shall as expeditiously as possible use its commercially reasonable efforts underwriter(s) to facilitate administer such Block Trade; provided that such Block Trade Demanding Holder underwriter(s) shall use commercially reasonable efforts be reasonably acceptable to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradePubCo. 2.4.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade Takedown Holder shall have the right to submit a Withdrawal Notice written notice of withdrawal to the Company and the Underwriter or Underwriters (if any) PubCo of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its such Takedown Holder’s withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks2.3(b). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 the Sponsor a Demanding Holder or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 75,000,000 or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4Sections 2.4 and 3.6, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if the Sponsor one or an Existing Investor (in such case, more Demanding Holders desire to effect a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 25,000,000 or (y) all remaining Registrable Securities held by the Block Trade such Demanding HolderHolder(s), but in no event less than $15,000,000, then such Block Trade Demanding Holder Holder(s) shall notify provide written notice to the Company of its request at least five (5) business days prior to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by date such Block Trade Demanding Holderwill commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade . The Demanding Holder Holders shall use commercially reasonable best efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) 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 TradeTrade and any related due diligence and comfort procedures. 2.4.2 2.5.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.5.2. 2.4.3 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.5.4 The Block Trade Demanding Holder Holder(s) in a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 2.5.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than four (4) Block Trades pursuant to this Section 2.4. For the avoidance of doubt, 2.5 in any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4twelve (12) month period.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article IISection 5, but subject to Section 3.45(c), at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” Block Trade that includes either (a “Block Trade”), x) Registrable Securities proposed to be sold by such Demanding Holder with a total offering price reasonably expected to exceedexceed $100 million, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade such Demanding Holder, then such Demanding Holder only needs to notify the Issuer of the Block Trade Demanding Holder shall notify at least five (5) business days prior to the Company of its request day such offering is to engage in a Block Trade and, subject to Section 3.1.8 or commence and the waiver thereof by such Block Trade Demanding Holder, the Company Issuer shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company Issuer and any Underwriters underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 . Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Trade, any Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company Issuer and the Underwriter underwriter or Underwriters underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this AgreementSection 5(a), the Company Issuer shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 5(a)(iv). Notwithstanding anything to the contrary in this Agreement, Section 2.2 5(a)(ii) shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 Holder. The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder . The Eligible Subscriber Holder(s) in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.45(a)(iv) in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 5(a)(iv) shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.45(a)(i) hereof.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (xi) $10 50 million or (yii) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided provided, that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade Trade, (i) the Sponsor Holders or (ii) a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.4. For the avoidance of doubt, 2.4 in any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4twelve (12) month period.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article IIthe foregoing, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Shelf shelf registration statement is on file with the CommissionCommission and effective, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) for all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.1, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.5.1 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.22.5.1. 2.4.3 2.5.2 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.5.3 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article 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 the Sponsor a Demanding Holder or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding HolderHolder or Holders, then such Demanding Holder(s) shall provide written notice to the Company at least five (5) business days prior to the date such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holderwill commence. As promptly as reasonably practicable, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade . The Demanding Holder Holder(s) shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block TradeTrade and any related due diligence and comfort procedures. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade one or more Demanding Holder Holders pursuant to Section 2.3 of this Agreement. 2.4.4 The Block Trade A majority-in-interest of the Demanding Holder Holders in a Block Trade shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article 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 the Sponsor a Demanding Holder or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) if such Demanding Holder or Holders wish to engage in a Block Trade of all remaining Registrable Securities held by the Block Trade Demanding HolderHolder or Holders, then $25 million, such Demanding Holder(s) shall provide written notice to the Company at least ten (10) business days prior to the date such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holderwill commence. As promptly as reasonably practicable, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade . The Demanding Holder Holder(s) shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block TradeTrade and any related due diligence and comfort procedures. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section subsection 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade one or more Demanding Holder Holders pursuant to this Agreementsubsection 2.4.1. 2.4.4 The Block Trade A majority-in-interest of the Demanding Holder Holders in a Block Trade shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section subsection 2.1.4.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 40 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Trade, any Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section subsection 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 Registration Statement is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in (A) a Block Trade or (B) an underwritten “at the market” or similar registered offering not involving through a broker, sales agent or distribution agent, whether as agent or principal (an “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block TradeOther Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 25.0 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2(a)(iv), such Block Trade Demanding Holder shall notify the Company of its request to engage in a the Block Trade and, subject or Other Coordinated Offering at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade or Other Coordinated Offering; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters underwriters or placement agents or 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. 2.4.2 Prior to Trade or Other Coordinated Offering; provided further that in the filing case of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a such underwritten Block Trade or the issuance of a press release by the applicable Block Trade Demanding Other Coordinated Offering, only such Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the a right to submit a Withdrawal Notice notice of and to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from participate in such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2offering. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article II, but subject 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 CommissionCommission and effective, if the Sponsor or an Existing a Principal Investor (in such case, a “Block Trade Demanding Holder”) wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holdersuch Principal Investor, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder Principal Investor shall notify the Company of its request to engage in a the Block Trade and, subject at least five (5) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided provided, that such the Principal Investors representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade; provided, further, that if, in connection with a Block Trade, the Company is not required to take any actions to facilitate such Block Trade (other than customary coordination with the Company’s transfer agent to remove any restrictive legends from the shares of Common Stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $50 million offering size requirement under clause (x) above shall not apply and (ii) a Principal Investor shall not be required to notify the Company prior to such Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders Principal Investor initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to The Principal Investor initiating a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade Section 2.4 shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 3.4.1. Notwithstanding any other provision of this Article IIIII, but subject to Section 3.43.5.4, at any time and from time to time when an effective Shelf is on file with the CommissionSEC, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”)) not involving (i) a “roadshow,” (ii) the issuance of a “comfort letter” by the PubCo’s auditors or (iii) the issuance of a legal opinion by the PubCo’s legal counsel, (x) with a total offering price reasonably expected to exceed, exceed $[25] million in the aggregate, either (x) $10 million or (y) with respect to all remaining Registrable Securities held by the Block Trade 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 PubCo of the Block Trade Demanding Holder at least five (5) business days prior to the day such offering is to commence and the PubCo shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company PubCo and any Underwriters 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. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade3.4.2. Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.23.4.2. 2.4.3 3.4.3. Notwithstanding anything to the contrary in this Agreement, Section 2.2 3.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 3.4.4. The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.43.4.5. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 3.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.43.1.4 hereof.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten a registered offering not involving (i) a “roadshow,” i.e.(ii) the issuance of a “comfort letter” by the Company’s auditors or (iii) the issuance of a legal opinion by the Company’s legal counsel, an offering offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $50 million in the aggregate, either (x) $10 million or (y) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder, provided that the total offering price is reasonably expected to exceed $10 million in the aggregate, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters 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. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 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 Registration Statement is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in (A) a Block Trade or (B) an underwritten “at the market” or similar registered offering not involving through a broker, sales agent or distribution agent, whether as agent or principal (an “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block TradeOther Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 10.0 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2(a)(iv), such Block Trade Demanding Holder shall notify the Company of its request to engage in a the Block Trade and, subject or Other Coordinated Offering at least five (5) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade or Other Coordinated Offering; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters 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. 2.4.2 Prior to Trade or Other Coordinated Offering; provided further that in the filing case of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a such underwritten Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoOther Coordinated Offering, the Block Trade only such Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the a right to submit a Withdrawal Notice notice of and to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from participate in such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2offering. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, Holders desire to effect a “Block Trade Demanding Holder”) wishes by delivering a Shelf Takedown Notice pursuant to engage in an underwritten registered offering not involving subsection 2.1.3 or a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected Demand Registration pursuant to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holdersubsection 2.2.1, then such Block Trade Demanding Holder Holder(s) shall notify provide written notice to the Company of its request at least five (5) Business Days prior to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by proposed date such Block Trade Demanding Holderwill commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that such Block Trade . The Demanding Holder Holders shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.4.2 Trade and any related due diligence and comfort procedures. Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its such Demanding Holders’ withdrawal under this Section 2.4.2. 2.4.3 2.5. Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 . The Block Trade Demanding Holder in Holder(s) initiating a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 , which Underwriter(s) shall be reasonably satisfactory to the Company. A Holder in the aggregate may make unlimited demands in respect of demand no more than four (4) Block Trades pursuant to this Section 2.4. For the avoidance of doubt, 2.5 in any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4twelve (12) month period.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 25 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.4 in any twelve (12)-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Demanding Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.4. For the avoidance of doubt, 2.4 in any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4twelve (12) month period.

Block Trades. 2.4.1 2.9.1 Notwithstanding any other provision of this Article II, the foregoing (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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million US$50,000,000 or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify PubCo and any Significant Holder of the Company of its request to engage in a Block Trade and, subject at least five (5) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, the Company offering is to commence and PubCo shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company PubCo and any Underwriters 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. 2.4.2 2.9.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus Prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw upon written notification to the Company PubCo and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade). Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.9.2. 2.4.3 Notwithstanding anything 2.9.3 Only a Significant Holder may exercise Piggyback Registration rights in connection with a Block Trade; with respect to the contrary in this Agreementother Holders, Section 2.2 2.8 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. Notwithstanding the time periods provided for in Section 2.8, in a Significant Holder’s exercise of Piggyback Registration rights in connection with a Block Trade, PubCo and the Demanding Holder shall not be obligated to include such Significant Holder’s Registrable Securities in such Block Trade unless requested to do so in writing within the Business Day immediately following the date on which notice of the Block Trade is given pursuant to subsection 2.9.1. 2.4.4 2.9.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), subject to the approval of PubCo (which shall not be unreasonably withheld). 2.4.5 A Holder 2.9.5 Holders in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.9 in any twelve (12) month period, and no more than one (1) Block Trade pursuant to this Section 2.9 within the first year following the Acquisition Closing. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.9 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4for purposes of subsection 2.4.3.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade andand , subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 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 Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in 2.3.5 The Legacy Scilex Equityholder, on the aggregate one hand, and the Sponsor Equityholders, on the other hand, may make unlimited demands in respect of each demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 2.3.1 Notwithstanding any other provision the foregoing, following the expiration of this Article II, but subject to Section 3.4the Lock-Up Period, at any time and from time to time time, when an effective Shelf is on file with the CommissionCommission and effective, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 75 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradeTrade provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder (the “Minimum Block Trade Demanding HolderThreshold”), then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s) . Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate 2.3.5 Each Legacy Orchestra Equityholder and Sponsor Equityholder may make unlimited demands in respect of demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 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 Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $[75] million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate 2.3.5 The Eligible Holders may make unlimited demands in respect of each demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 2.3.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 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 Registration is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 10,000,000 or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.3, such Block Trade Demanding Holder shall only need to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Holders representing a majority-in-interest of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade Company shall have the right to select the Underwriters Underwriters, brokers, sales agents or placement agents, if any, for such a Block Trade for which a registration statement is to be filed (which shall consist of one or more reputable nationally internationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder (the “Minimum Block Trade Demanding HolderThreshold”), then such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate 2.3.5 Each Legacy Orchestra Equityholder and Sponsor Equityholder may make unlimited demands in respect of demand no more than one (1) Block Trades Trade pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 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 the Sponsor or an Existing a Demanding Investor (in such case, a “Block Trade Demanding Holder”) wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding HolderInvestor, then notwithstanding the time Table of Contents periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall Investor need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Investors representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders Investors initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder Investor pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in Investor initiating a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable reputable, nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 the Sponsor or an Existing a Demanding Investor (in such case, a “Block Trade Demanding Holder”) wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding HolderInvestor, then notwithstanding the time periods provided for in Section 2.1.4, such Block Trade Demanding Holder shall Investor need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Investors representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders Investors initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder Investor pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in Investor initiating a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable reputable, nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 20 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited two (2) demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 (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 Registration Statement is on file with the CommissionSEC, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Notice Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to (i) exceed, in the aggregate, either $5.0 million (xbefore deducting underwriting discounts and commissions) $10 million or (y) include all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding anything to the contrary herein, such Block Trade Demanding demanding Holder shall only need to notify the Company of its request to engage in a the Block Trade and, subject at least three (3) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) withdraw any of their intention to withdraw from Registrable Securities or cancel such Block TradeTrade in its entirety. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.22.4. 2.4.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 3.1 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding demanding Holder pursuant to this AgreementAgreement and in no event shall the Company have the right to includes any securities for its account or for the account of any Other Holder in any Block Trade. 2.4.4 (d) The Block Trade Demanding demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 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 Registration Statement is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in (A) a Block Trade or (B) an underwritten “at the market” or similar registered offering not involving through a broker, sales agent or distribution agent, whether as agent or principal (an “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block TradeOther Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 [●] million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2(a)(iv), such Block Trade Demanding Holder shall notify the Company of its request to engage in a the Block Trade and, subject or Other Coordinated Offering at least five (5) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities, if such Demanding Holders are the Sponsor Holders or the Xxxx Holders, or the Requisite Xxxx Preferred Holders if the Demanding Holders are the Requisite Xxxx Preferred Holders on behalf of all of the Xxxx Preferred Holders, wishing to engage in the Block Trade Demanding Holder or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters 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. 2.4.2 Prior to Trade or Other Coordinated Offering; provided further that in the filing case of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a such underwritten Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoOther Coordinated Offering, the Block Trade only such Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the a right to submit a Withdrawal Notice notice of and to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from participate in such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2offering. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 (a) Notwithstanding any other provision anything contained in this SECTION 2, in the event 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) wishes to engage sale of Registrable Shares in an underwritten registered offering transaction requiring the involvement of PubCo but not involving a any “roadshow,road show” i.e., an offering and which is commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, (1) the Takedown Holder shall (i) give at least five (5) Business Days prior notice in writing (the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the “Block Trade Demanding Holder, then Notice”) of such transaction to PubCo and (ii) identify the potential underwriter(s) in such notice with contact information for such underwriter(s); and (2) PubCo shall cooperate with such requesting Holder or Holders to the extent it is reasonably able to effect such Block Trade. Any Block Trade Demanding Holder shall notify be for at least $25 million in expected gross proceeds. PubCo shall not be required to effectuate more than two Block Trades in any 12-month period. For the Company avoidance of its request to engage in doubt, a Block Trade and, subject to Section 3.1.8 or shall not constitute an Underwritten Shelf Takedown. The Holders of at least a majority of the waiver thereof by such Registrable Shares being sold in any Block Trade Demanding Holder, shall select the Company shall as expeditiously as possible use its commercially reasonable efforts underwriter(s) to facilitate administer such Block Trade; provided that such Block Trade Demanding Holder underwriter(s) shall use commercially reasonable efforts be reasonably acceptable to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradePubCo. 2.4.2 (b) Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade Takedown Holder shall have the right to submit a Withdrawal Notice written notice of withdrawal to the Company and the Underwriter or Underwriters (if any) PubCo of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its such Takedown Holder’s withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks2.3(b). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 5 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall need only to notify the Company of its request to engage in a the Block Trade and, subject at least five (5) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxxhexxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.3 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 Notwithstanding any other provision provisions of this Article IIAgreement, but subject to Section 3.4, at any time and from time if a Demanding Holder desires to time when an effective Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, effect a “Block Trade Demanding Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by the Block Trade such Demanding Holder, then notwithstanding the time periods provided for in Section 2.2.1, such Block Trade Demanding Holder shall only needs to notify the Company of its request to engage in a the Block Trade and, subject at least three (3) business days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holder wishing to engage in the Block Trade Demanding Holder shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents 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. 2.4.2 Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating that initiated such Block Trade 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2 in the first instance of any such withdrawal; provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to any subsequent withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters Underwriters, placement agents or sales agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 2.4.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two Block Trades pursuant to this Section 2.42.4 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 2.4.1 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 Registration Statement is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in (A) a Block Trade or (B) an underwritten “at the market” or similar registered offering not involving through a broker, sales agent or distribution agent, whether as agent or principal (an “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block TradeOther Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 5.0 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then notwithstanding the time periods provided for in Section 2(a)(iv), such Block Trade Demanding Holder shall notify the Company of its request to engage in a the Block Trade and, subject or Other Coordinated Offering at least five (5) Business Days prior to Section 3.1.8 or the waiver thereof by day such Block Trade Demanding Holder, offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade or Other Coordinated Offering; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters 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. 2.4.2 Prior to Trade or Other Coordinated Offering; provided further that in the filing case of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a such underwritten Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoOther Coordinated Offering, the Block Trade only such Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the a right to submit a Withdrawal Notice notice of and to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from participate in such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2offering. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.4.1 2.4.1. Notwithstanding any other provision of this Article II2, 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (xa) $10 15 million or (yb) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 3.1.7 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. Notwithstanding anything herein to the contrary, a Block Trade shall not be counted as an Underwritten Shelf Takedown effected pursuant to Section 2.1.3. 2.4.2 2.4.2. Prior to the filing of the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade block trade prior to its withdrawal under this Section 2.4.2. 2.4.3 2.4.3. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.4.4. The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 2.4.5. A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.3 hereof.

Block Trades. 2.4.1 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” i.e., an offering offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Demanding Holder only needs to notify Pubco of the Block Trade Demanding Holder shall notify at least five (5) Business Days prior to the Company of its request day such offering is to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company commence and Pubco shall as expeditiously as possible use its is commercially reasonable efforts to facilitate such Block Trade; provided that such the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company Pubco and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 2.3.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or Trade, a majority-in-interest of the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company Pubco and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company Pubco shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.22.3.2. 2.4.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 2.3.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 2.3.5 A Holder in the aggregate may make unlimited demands in respect of demand no more than two (2) Block Trades pursuant to this Section 2.42.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.42.1.4 hereof.

Block Trades. 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 the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder”) Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 5.0 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder shall notify the Company of its request to engage in a Block Trade and, subject to Section 3.1.8 or the waiver thereof by such Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.4.2 Prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect theretoTrade, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2. 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). 2.4.5 A Holder in the aggregate may make unlimited no more than two Block Trade demands in respect of Block Trades pursuant to this Section 2.42.4 within any six-month period or four Block Trade demands in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.