Common use of Opt-Out Requests Clause in Contracts

Opt-Out Requests. Each Prospective Seller shall have the right, at any time and from time to time (including after receiving information regarding any potential Public Offering), to elect to not receive any notice that the Company or any other Prospective Seller otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Prospective Seller that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Prospective Sellers shall not be required to, and shall not, deliver any notice or other information required to be provided to Prospective Sellers hereunder to the extent that the Company or such other Prospective Sellers reasonably expect would result in a Prospective Seller acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Prospective Seller who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Prospective Seller to issue and revoke subsequent Opt-Out Requests; provided that each Prospective Seller shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests. During the period in which the Opt-Out Request is in effect, the Prospective Seller making the Opt-Out Request shall not offer or sell shares of Common Stock under any Registration Statement or receive any notices with respect to proposed registrations or offerings of Common Stock.

Opt-Out Requests. Each Prospective Seller Stockholder shall have the right, at any time and from time to time (including after receiving information regarding any potential Public Offeringpublic offering), to elect to not receive any notice that the Company Corporation or any other Prospective Seller Stockholders otherwise are required to deliver pursuant to this Agreement regarding an Underwritten Offering, a Take-Down Notice or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) by delivering to the Company Corporation a written statement signed by such Prospective Seller Stockholder that it does not want to receive any such notices hereunder (an “Opt-Out Request”); , in which case case, and notwithstanding anything to the contrary in this Agreement Agreement, the Company Corporation and other Prospective Sellers Stockholders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Prospective Sellers Stockholders hereunder to the extent that the Company Corporation or such other Prospective Sellers Stockholders reasonably expect such notice or information would result in a Prospective Seller Stockholder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Prospective Seller who Stockholder that has previously has given the Company Corporation an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Prospective Seller Stockholder to issue and revoke subsequent Opt-Out Requests; provided that each Prospective Seller shall use commercially reasonable efforts to minimize . Notwithstanding the administrative burden on the Company arising in connection with any such Opt-Out Requests. During the period in which the Opt-Out Request is in effectforegoing, the Prospective Seller making the Opt-Out Request this shall not offer prohibit any communications or sell shares notices to employees, officers and directors or agents of Common Stock under the Company, or notices or communications pursuant to any Registration Statement or receive any notices with respect to proposed registrations or offerings other agreements. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Centre Street GP, Inc. as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: Ares PE Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxxxxxx Mall Name: Xxxxxxxx Mall Title: Vice President 1. Ares Capital Corporation (245 Xxxx Xxxxxx, 00xx Xxxxx; Xxx Xxxx, Xxx Xxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 2. Xxxx Xxxx Diversified Credit Fund (2000 Avenue of Common Stock.the Stars, 00xx Xxxxx; Xxx Xxxxxxx, Xxxxxxxxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 3. Ares Centre Street Partnership, L.P. (2000 Avenue of the Stars, 00xx Xxxxx; Xxx Xxxxxxx, Xxxxxxxxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 4. Ares Private Credit Solutions II, L.P. (000 Xxxx Xxxxxx, 00xx Xxxxx; Xxx Xxxx, Xxx Xxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 5. Ares Private Credit Solutions (Offshore) II, L.P. (000 Xxxx Xxxxxx, 00xx Xxxxx; Xxx Xxxx, Xxx Xxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 6. Ares Jasper Fund, L.P. (2000 Avenue of the Stars, 00xx Xxxxx; Xxx Xxxxxxx, Xxxxxxxxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 7. Ares ND Credit Strategies Fund LLC (2000 Avenue of the Stars, 00xx Xxxxx; Xxx Xxxxxxx, Xxxxxxxxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 8. Ares Credit Strategies Insurance Dedicated Fund Series Interests of the SALI Multi-Series Fund, L.P. (2000 Avenue of the Stars, 00xx Xxxxx; Xxx Xxxxxxx, Xxxxxxxxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 9. Ares Senior Direct Lending Master Fund II Designated Activity Company (2000 Avenue of the Stars, 00xx Xxxxx; Xxx Xxxxxxx, Xxxxxxxxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 10. Ares Senior Direct Lending Parallel Fund (L) II, L.P. (000 Xxxx Xxxxxx, 00xx Xxxxx; Xxx Xxxx, Xxx Xxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 11. Ares Senior Direct Lending Parallel Fund (U) II, L.P. (000 Xxxx Xxxxxx, 00xx Xxxxx; Xxx Xxxx, Xxx Xxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 12. Ares SFERS Credit Strategies Fund LLC (000 Xxxx Xxxxxx, 00xx Xxxxx; Xxx Xxxx, Xxx Xxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 13. Ares Commercial Finance LP (2000 Avenue of the Stars, 00xx Xxxxx; Xxx Xxxxxxx, Xxxxxxxxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx)

Opt-Out Requests. Each Prospective Seller Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential Public Offeringpublic offering), to elect by giving ten (10) business days’ notice to the Corporation to not receive any notice that the Company Corporation or any other Prospective Seller Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company Corporation a written statement signed by such Prospective Seller Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement Agreement, subject to applicable law, the Company Corporation and other Prospective Sellers Holders shall not be required to, and shall not, not deliver any notice or other information required to be provided to Prospective Sellers Holders hereunder to the extent that the Company or such other Prospective Sellers Corporation reasonably expect expects would result in a Prospective Seller Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act; provided, however, that any notices or information required to effect the provisions of Section 5 shall not be deemed subject to any Opt-Out Request. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Prospective Seller Holder who previously has given the Company Corporation an Opt-Out Request may revoke such request at any timetime by giving ten (10) business days’ notice to the Corporation, and there shall be no limit on the ability of a Prospective Seller Holder to issue and revoke subsequent Opt-Out Requests; provided that each Prospective Seller Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company Corporation arising in connection with any such Opt-Out Requests. During the period in which the Opt-Out Request is in effectBy: Name: Title: Holder: NEW ENTERPRISE ASSOCIATES 15, the Prospective Seller making the Opt-Out Request shall not offer or sell shares of Common Stock under any Registration Statement or receive any notices with respect to proposed registrations or offerings of Common Stock.L.P. By: NEA Partners 15, L.P., its general partner By: NEA 15 GP, LLC, its general partner By: Name: Title: By: Name: Title: Holder: NEW ENTERPRISE ASSOCIATES 16, L.P. By: NEA Partners 16, L.P., its general partner By: NEA 16 GP, LLC, its general partner By: Name: Title: Holder: NEW ENTERPRISE ASSOCIATES 17, L.P. By: NEA Partner 17, L.P. By: NEA 17 GP, LLC By: Name: Title: By: NEA Partners 18 VGE, L.P. By: NEA 18 VGE GP, LLC By: Name: Title: By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: Name: Title: By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: Name: Title: By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: Name: Title: By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: Name: Title:

Opt-Out Requests. Each Prospective Seller Stockholder shall have the right, at any time and from time to time (including after receiving information regarding any potential Public Offeringpublic offering), to elect to not receive any notice that the Company Corporation or any other Prospective Seller Stockholders otherwise are required to deliver pursuant to this Agreement regarding an Underwritten Offering, a Take-Down Notice or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) by delivering to the Company Corporation a written statement signed by such Prospective Seller Stockholder that it does not want to receive any such notices hereunder (an “Opt-Out Request”); , in which case case, and notwithstanding anything to the contrary in this Agreement Agreement, the Company Corporation and other Prospective Sellers Stockholders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Prospective Sellers Stockholders hereunder to the extent that the Company Corporation or such other Prospective Sellers Stockholders reasonably expect such notice or information would result in a Prospective Seller Stockholder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Prospective Seller who Stockholder that has previously has given the Company Corporation an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Prospective Seller Stockholder to issue and revoke subsequent Opt-Out Requests; provided that each Prospective Seller shall use commercially reasonable efforts to minimize . Notwithstanding the administrative burden on the Company arising in connection with any such Opt-Out Requests. During the period in which the Opt-Out Request is in effectforegoing, the Prospective Seller making the Opt-Out Request this shall not offer prohibit any communications or sell shares notices to employees, officers and directors or agents of Common Stock under the Company, or notices or communications pursuant to any Registration Statement or receive any notices with respect to proposed registrations or offerings other agreements. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Centre Street GP, Inc. as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: Ares PE Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxxxxxx Mall Name: Xxxxxxxx Mall Title: Vice President 1. Ares Capital Corporation (245 Xxxx Xxxxxx, 00xx Xxxxx; Xxx Xxxx, Xxx Xxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 2. Xxxx Xxxx Diversified Credit Fund (2000 Avenue of Common Stock.the Stars, 00xx Xxxxx; Xxx Xxxxxxx, Xxxxxxxxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 3. Ares Centre Street Partnership, L.P. (2000 Avenue of the Stars, 00xx Xxxxx; Xxx Xxxxxxx, Xxxxxxxxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx) 4. Ares Private Credit Solutions II, L.P. (000 Xxxx Xxxxxx, 00xx Xxxxx; Xxx Xxxx, Xxx Xxxx, 00000; E-mail: xxxxxxxxx@xxxx.xxx)