Common use of Procedures for Underwritten Offerings Clause in Contracts

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f) or Section 4(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f) or Section 4(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) 2 or Section 4(g)3, whether in the case of an Underwritten Takedown or otherwise. (ia) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however provided that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested)) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 10(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling persons in Section 10(b) hereof. (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock securities permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock securities to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities the number of the Company, other than Registrable Securities, Securities to be included by any Equity Holder and/or Warrant Holder entitled Holders electing to participate therein in the Underwritten Offering on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the such Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c4(e) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however provided that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(e) or Section 4(g3(g): (A) if the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, or a Registration Statement shall have previously been initially declared effective by the Commission, within the ninety (90) days preceding the date of the request for such Underwritten Offering is given to the Company; or (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(e) or Section 4(g3(g) in during the immediately preceding twelve (12)-month month period shall exceed be three (3)or more; provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten five (105) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g): (A) If the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures (a) At any time and from time to time after the effectiveness of a Registration Statement filed in accordance with Section 2.01, the TW Holders may request to sell all or any portion of their Registrable Securities included thereon in an underwritten offering that is registered pursuant to such Registration Statement (an “Underwritten Offering”); provided that the TW Holders shall govern not be entitled to request more than five Underwritten Offerings pursuant with each Underwritten Offering to Section 2(f) or Section 4(g), whether include an aggregate number of Registrable Securities reasonably expected to result in the case gross offering proceeds of an Underwritten Takedown or otherwiseat least $35 million. (ib) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or In connection with an Underwritten Takedown with Offering, the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company Investor shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority HoldersCompany, which consent shall not be unreasonably withheld, conditioned or delayed. (bc) All Holders proposing to distribute their securities through an Underwritten Offering, as As a condition for inclusion of their a Selling Holder’s Registrable Securities thereinin an Underwritten Offering, the Selling Holder shall agree to enter into an underwriting agreement with the underwritersunderwriters and complete and execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders Selling Holders; and provided, provided further, however that no Selling Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Selling Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). . If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Company and the managing underwriter; provided, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering or if the Registration Statement relating to an Underwritten Offering is suspended pursuant to Section 2.03, then such abandoned or suspended, as applicable, Underwritten Offering will not be considered an Underwritten Offering under this Section 2.02. (cd) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders Company that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered included in such Underwritten Offering is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on included in such Registration Statement offering will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company Common Stock to be included by any Person other than a Selling Holder, an Equity Holder, a Warrant Holder or the Companyif any; second, the Company shall reduce or eliminate any securities of the Company Common Stock to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to this Section 2(f2.02 if: (i) or the Company has undertaken an Underwritten Offering, pursuant to Section 4(g2.02 of this Agreement, within 90 days preceding the date of the request for such Underwritten Offering pursuant to this Section 2.02 is given to the Company; and (ii) if the number of Underwritten Offerings previously made pursuant to this Section 2(f) or Section 4(g) 2.02 and not abandoned in the immediately preceding twelve (12)-month 12-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be includedtwo.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten five (105) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g): (A) if the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall equal or exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be includedincluded therein.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders Holders; and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten five (105) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g): (A) If the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f) or Section 4(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f) or Section 4(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings (a) At any time and from time to time after the effectiveness of a Registration Statement filed in accordance with Section 2.01, the Holders may request to sell all or any portion of their Registrable Securities included thereon in an underwritten offering that is registered pursuant to Section 2(fsuch Registration Statement (an “Underwritten Offering”); provided, that the Holders will be entitled to make such request only if the total offering price of the Registrable Securities to be sold in such offering (before deduction of underwriting discounts) or Section 4(g)is reasonably expected to exceed, whether in the case of an Underwritten Takedown or otherwiseaggregate, $25 million. (ib) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for In connection with any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the CompanyOffering, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Selling Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (bc) All Holders proposing to distribute their securities through an Underwritten Offering, as As a condition for inclusion of their a Selling Holder’s Registrable Securities thereinin an Underwritten Offering, the Selling Holder shall agree to enter into an underwriting agreement with the underwritersunderwriters and complete and execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders Selling Holders; and provided, provided further, however that no Selling Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Selling Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Company and the managing underwriter; provided, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering or if the Registration Statement relating to an Underwritten Offering is suspended pursuant to Section 2.03, then such abandoned or suspended, as applicable, Underwritten Offering will not be considered an Underwritten Offering under this Section 2.02. (cd) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders Company that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered included in such Underwritten Offering is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on included in such Registration Statement offering will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company Common Stock to be included by any Person other than a Holder, an Equity Holder, a Warrant Selling Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company Common Stock to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Selling Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Selling Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to this Section 2(f2.02 if: (i) the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the 180 days preceding the date of the request for such Underwritten Offering pursuant to this Section 4(g2.02 is given to the Company; and (ii) if the number of Underwritten Offerings previously made pursuant to this Section 2(f) or Section 4(g) 2.02 in the immediately preceding twelve (12)-month 12-month period shall exceed three (3)three; provided provided, that an Underwritten Offering shall not be considered made for purposes of this clause (eii) unless the offering has resulted in the disposition by the Selling Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings (a) Beginning six months after the filing of a Registration Statement filed in accordance with Section 2.01, the Holders may request to sell all or any portion of their Registrable Securities included thereon in an underwritten offering that is registered pursuant to Section 2(f) or Section 4(gsuch Registration Statement (an “Underwritten Offering”), whether in the case of an Underwritten Takedown or otherwise. (ib) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for In connection with any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the CompanyOffering, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company Parent shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority HoldersInvestor, which consent shall not be unreasonably withheld, conditioned or delayed. (bc) All Holders proposing to distribute their securities through an Underwritten Offering, as As a condition for inclusion of their a Selling Holder’s Registrable Securities thereinin an Underwritten Offering, the Selling Holder shall agree to enter into an underwriting agreement with the underwritersunderwriters and complete and execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders Selling Holders; and provided, provided further, however that no Selling Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company Parent or the underwriters (other than representations and warranties regarding (i) such Selling Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws Securities Laws as may be reasonably requested). If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Parent and the managing underwriter; provided, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. Subject to Section 2.06 below, if all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering or if the Registration Statement relating to an Underwritten Offering is suspended pursuant to Section 2.03, then such abandoned or suspended, as applicable, Underwritten Offering will not be considered an Underwritten Offering under this Section 2.02. (cd) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders Parent that the total amount of Registrable Securities or other shares of Common Stock permitted Shares to be registered included in such Underwritten Offering is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock Shares to be registered on included in such Registration Statement offering will be reduced as follows: first, the Company Parent shall reduce or eliminate the securities of the Company Common Shares to be included by any Person other than a Holder, an Equity Holder, a Warrant Selling Holder or the CompanyParent; second, the Company Parent shall reduce or eliminate any securities of the Company Common Shares to be included by the CompanyParent; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company Parent shall reduce the amount number of Registrable Securities to be included by Selling Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Selling Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company Parent will not be required to undertake an Underwritten Offering pursuant to this Section 2(f) or Section 4(g) 2.02 if the number of Parent has undertaken an Underwritten Offerings previously made Offering, whether for its own account or pursuant to this Agreement, within the 180 days preceding the date of the request for such Underwritten Offering pursuant to this Section 2(f2.02 is given to the Parent. (f) If the Common Shares are not listed or Section 4(g) posted for trading on a nationally recognized stock exchange in the immediately preceding twelve United States on or prior to the one year anniversary of the date hereof, then the provisions of the Agreement shall be deemed to apply to distributions or offerings of Common Shares under the Canadian Securities Laws, mutatis mutandis, (12)-month period including, for the avoidance of doubt, that all references in the Agreement to a form or filing that may be made by the Parent shall exceed three be deemed to be references to the similar or corresponding form or filing under Canadian Securities Laws). (3); provided that an g) The Parent shall not be required to effect more than two (2) registrations pursuant to this Section 2.02. An Underwritten Offering shall not be considered made for purposes of this clause (e) Section 2.02 unless the offering has resulted in the a disposition by the Selling Holders of at least 7550% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (ia) The Majority Holders shall select send a request to the Company specifying the type of Registrable Security (either Common Stock or Senior Secured PIK Notes, but not both) for which an Underwritten Offering is being requested, and in such notice shall specify one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities Registrable Securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted proposed to be registered included in such offering is such as to materially adversely affect the success price, timing or distribution of the securities being offered pursuant to such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourthsecond, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested owned by the Holders to requesting their Registrable Securities be included in the Underwritten Offering. (d) Within ten three (103) days Business Days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, including the type of Registrable Security to be included in such “takedown,” and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities that are the subject of such “takedown” with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registeredsold. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided provided, however, that an Underwritten Offering shall not be considered made for purposes of this clause (eSection 6(e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount and type of Registrable Securities requested to be includedsold.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders Holders, with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the CompanyTakedown, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms firm(s) of national standing to be the managing underwriter or underwriters for any other Underwritten Offering Offering, with the consent of a majority of the Majority HoldersHolders participating in such Underwritten Offering pursuant to Section 7, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Company and the Majority Holders and provided, provided further, however however, that no Holder of Registrable Securities included in any Underwritten Offering shall be required to (i) make any representations or warranties to the Company or the underwriters or (ii) indemnify the Company or the underwriters (other than representations and representations, warranties and/or indemnification regarding (ix) such Holder’s ownership of its Registrable Securities to be sold or transferred, (iiy) such Holder’s power and authority to effect such transfer and (iiiz) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If Notwithstanding anything to the contrary herein, if the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Reorganized PCHI Common Stock Shares permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Reorganized PCHI Common Stock Shares to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities the number of the Company, other than Registrable Securities, Securities to be included by any Equity Holder and/or Warrant Holder entitled to participate therein Holder, on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the such Holders to be included in the Underwritten Offeringincluded. (d) Within ten five (105) days Business Days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days Business Days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering offer and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g) if the number of Company has undertaken an Underwritten Offerings previously made Offering, whether for its own account or pursuant to Section 2(fthis Agreement, within the one hundred eighty (180) or Section 4(gdays preceding the date of the request to the Company for such Underwritten Offering. (f) Notwithstanding anything to the contrary in this Agreement, the immediately preceding twelve (12)-month period Company shall exceed three (3)not be obligated to effect more than four such Underwritten Offerings; provided that an Underwritten Offering shall not be considered made for purposes of this clause (eSection 5(f) unless the offering it has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be includedincluded subject to any reduction under Section 5(c) hereof.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(g) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(g) or Section 4(g): (A) If, following the Underwritten Offering Trigger Event, the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(g) or Section 4(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) 2 or Section 4(g)4, whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however provided that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however further that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c5(e) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however provided that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f) 2 or Section 4(g4: (A) if the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f) 2 or Section 4(g) in the immediately preceding twelve (12)-month period 4 shall equal or exceed three (3); provided provided, however, that if the Company has received more than one (1) Registration Trigger Event Notice, then the Company will not be required to undertake an Underwritten Offering pursuant to Section 2 or Section 4 hereof if the number of Underwritten Offerings previously made pursuant to Section 2 or Section 4 shall not be considered made for purposes of this clause equal or exceed four (e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included4).

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise2. (ia) The Majority requesting Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as As a condition for inclusion of their the requesting Holders’ Registrable Securities thereinin any Underwritten Offering, the requesting Holders shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority requesting Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering the requesting Holders shall not be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s the requesting Holders’ ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s the requesting Holders’ power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown Request advises the requesting Holders that the total amount number of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock Ordinary Shares to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities the number of the Company, other than Registrable Securities, Securities to be included by any Equity Holder and/or Warrant Holder entitled to participate therein the Holders, on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f) or Section 4(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f) or Section 4(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be includedsold.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(f), whether in the case of an Underwritten Takedown or otherwise. (ia) The Majority Holders shall select specify one or more investment banking firm(s) of national standing reasonably acceptable to the Company (which approval shall not be unreasonably conditioned, withheld or delayed) to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayedTakedown. (b) All Holders proposing to distribute their securities Registrable Securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If Notwithstanding Section 8(b), if the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted proposed to be registered included in such offering is such as to materially adversely affect the success price, timing or distribution of the securities being offered pursuant to such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourthsecond, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested owned by the Holders to requesting their Registrable Securities be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(f) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(f) in the immediately preceding twelve (12)-month period shall exceed three (3); provided provided, however, that an Underwritten Offering shall not be considered made for purposes of this clause (eSection 6(d) unless the offering has resulted in the disposition by the Holders of at least seventy-five percent (75% %) of the amount and type of Registrable Securities requested to be includedsold.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder Noteholder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder Noteholder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders Noteholders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f) or Section 4(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f) or Section 4(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(g) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten five (105) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(g) or Section 4(g5(g): (A) If the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(g) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) 2 or Section 4(g)3, whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however provided that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however further that no Holder of Registrable Securities included in any Underwritten Offering underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested)) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 10(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling persons in Section 10(b) hereof. (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities the number of the Company, other than Registrable Securities, Securities to be included by any Equity Holder and/or Warrant Holder entitled to participate therein Non-Demand Holders on a pro rata basis based on the total amount number of such securities Registrable Securities requested by the Equity Holders and/or Warrant Non-Demand Holders to be included in the Underwritten Offering; and fourth, fourth the Company shall reduce the amount number of Registrable Securities to be included by Demand Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Demand Holders to be included in the Underwritten Offering.; provided that in the case of an Underwritten Takedown pursuant to Section 2(e), in lieu of the reduction in clauses third and fourth, any such reduction shall be made pro rata among the Demand Holders and the Non-Demand Holders based on the total number of Registrable Securities requested by all such Holders to be included in the Underwritten Offering (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c4(e) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however provided that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f) 2 or Section 4(g3: (A) if the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f) 2 or Section 4(g) in the immediately preceding twelve (12)-month period 3 shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be includedthree.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) or Section 4(g2(h), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders Participating Eligible Certificateholders shall select select, engage and negotiate the terms of engagement (including any underwriting discounts and similar commissions or fees) of one or more investment banking firm(s) of national standing to be the managing underwriters and/or bookrunning managers (including the lead underwriter or underwriters and/or bookrunning manager)(collectively, the “Underwriters”) for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the CompanyTrust, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company Trust shall select one or more investment banking firms of national standing to be engage the managing underwriter or underwriters for any other Underwritten Offering with the consent of Underwriters selected by the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayedParticipating Eligible Certificateholders pursuant to the foregoing clause (i). (b) All Holders Certificateholders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities Certificates therein, shall agree to concurrently enter into (i) an underwriting agreement with the underwritersUnderwriters and (ii) if proposed in good faith by the Underwriters, a lockup agreement for a customary period not to exceed one hundred eighty (180) days in the case of the initial Underwritten Offering (so long as there has not been a proposed Transfer that Eligible Certificateholders have elected to participate in pursuant to Section 13(f), in which case the lock up period shall be ninety (90) days) or ninety (90) days in the case of any other Underwritten Offering; provided, however however, that the underwriting agreement is and each lockup agreement are in customary form and reasonably acceptable to the Majority Holders and providedParticipating Eligible Certificateholders and, in the case of each lockup agreement, substantially identical for all of the Certificateholders participating in such Underwritten Offering; provided further, however however, that no Holder Certificateholder of Registrable Securities Certificates included in any Underwritten Offering shall be required to make any representations or warranties to the Company Trust or the underwriters Underwriters (other than representations and warranties regarding (ix) such HolderCertificateholder’s ownership of its Registrable Securities Certificates to be sold or transferred, (iiy) such HolderCertificateholder’s power and authority to effect such transfer and (iiiz) such matters pertaining to compliance with securities laws as may be reasonably requested)) and provided further, that any indemnity obligation shall be several and not joint for each Certificateholder. (c) If the managing underwriter or underwriters Underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders Majority Participating Eligible Certificateholders that the total amount of Registrable Securities Certificates or other shares of Common Stock Trust Certificates permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities Certificates or other shares of Common Stock Trust Certificates to be registered on such Registration Statement will be reduced as follows: first, the Company Trust shall reduce or eliminate the securities of the Company Trust to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the CompanyDemanding Certificateholder; second, the Company Trust shall reduce or eliminate any securities the number of the Company Registrable Certificates to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein Eligible Certificateholders on a pro rata basis based on the total amount number of such securities Registrable Certificates requested by the Equity Holders and/or Warrant Holders such Eligible Certificateholders to be included in the Underwritten Offering; and fourththird, the Company Trust shall reduce the amount number of Registrable Securities Certificates to be included by Holders all other Certificateholders on a pro rata basis based on the total amount number of Registrable Securities Certificates requested by the Holders such Certificateholders to be included in the Underwritten Offering. (d) Within ten three (103) days Business Days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company Trust shall give written notice of such request to all other HoldersCertificateholders, and subject to the provisions of Section 5(c4(c) hereof, include in such Underwritten Offering all such Registrable Securities Certificates held by Certificateholders holding at least 0.5% of the outstanding Registrable Certificates with respect to which the Company Trust has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities Certificates are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities Certificates requested to be registered. (e) The Company Trust will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h): (A) or Section 4(gIf the Trust has undertaken an Underwritten Offering within (i) the one hundred eighty (180) days preceding the date of the request to the Trust for such Underwritten Offering, in the case of the first such request, (ii) the one hundred twenty (120) days preceding the date of the request to the Trust for such Underwritten Offering, in the case of the second such request and (iii) the ninety (90) days preceding the date of the request to the Trust for such Underwritten Offering, in the case of any subsequent such request; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f) or Section 4(g2(h) in the immediately preceding twelve (12)-month 12-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders Certificateholders of at least 75% of the amount of Registrable Securities Certificates requested to be included. (f) at any time prior to the execution of an underwriting agreement in connection with an Underwritten Offering, the Majority Participating Eligible Certificateholders can terminate any Underwritten Offering with written notice to the lead Underwriter provided however that any termination shall not remove any obligation of such revoking Certificateholders to reimburse the Trust, the Manager and Underwriters for all reasonable and documented out-of-pocket expenses incurred by each of the Trust, the Manager and the Underwriters in the preparation, filing and processing of the Registration Statement and incurred in connection with the underwritten offering.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwritersunderwriters and agrees to complete and execute a Selling Stockholder Questionnaire and all reasonable questionnaires, powers of attorney, indemnities, lock-up letters and other documents required under the terms of such underwriting arrangements; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock New Securities permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock New Securities to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g): (A) If the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the ninety (90) days preceding the date of the request to the Company for such Underwritten Offering; or (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three equal two (32); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 7550% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of New Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of New Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten five (105) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g): (A) If the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings following registration on a registration statement on Form S-1 that is not a Shelf Registration Statement pursuant to Section 2(f‎2(a) and Underwritten Offerings pursuant to Section ‎4‎(a) or Section 4(g‎2(g), whether in the case of an Underwritten Takedown or otherwise. (ia) In the case of Registrable Securities registered on a Shelf Registration Statement, as the case may be, upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in this Section ‎4, provided that the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $25 million. (b) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and Company (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed). (bc) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Company and the Majority Holders and provided, provided further, however however, that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (or provide any indemnification to any person other than representations and warranties with respect to customary matters regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such HolderHxxxxx’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (cd) If Notwithstanding anything to the contrary herein, if the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Company Common Stock Equity permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Company Common Stock Equity to be registered on such Registration Statement or Underwritten Takedown, as the case may be, will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a HolderHolder (any such Person, an Equity “Other Holder, a Warrant Holder ”) or otherwise voluntarily included by the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (de) Within ten As soon as practicable, but not more than five (105) days Business Days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c‎4(d) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days Business Days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering offer and sale of the Registrable Securities requested to be registered. (ef) In the event that the Company elects to effect an underwritten registered offering or a direct listing of equity securities of any subsidiary, parent or other successor entity of the Company, or to effect, directly or indirectly, a merger, capital stock exchange, asset acquisition, asset sale, stock purchase, reorganization, redomestication or other similar transaction, with or into a special purpose acquisition company, “blank-check” company, holding company or other Person (each of the foregoing, an “Alternative IPO Entity” and collectively, “Alternative IPO Entities”), rather than receiving registration rights with respect to Company Common Equity, the parties shall cause the Alternative IPO Entity to enter into an agreement with the Holders that provides the Holders with registration rights with respect to equity securities of the Alternative IPO Entity (whether common stock, ordinary shares or similar, in which event references to “Company Common Equity” will be read mutatis mutandis as such securities) that such Holders beneficially own that are substantially the same as, and in any event no less favorable in the aggregate to, the rights provided in this Agreement. (g) Other than any Holder that indicates to the Company in writing that it does not wish to be named as a “selling stockholder” in any applicable Registration Statement, each Holder agrees to furnish to the Company a completed customary selling stockholder questionnaire (a “Selling Stockholder Questionnaire”) in accordance with the final paragraph of Section ‎6, including, for the avoidance of doubt, the number of Registrable Securities that it wishes to include for registration on such Registration Statement (any Holder that returns such Selling Stockholder Questionnaire in accordance with Section ‎6, a “Participating Holder”). At least five (5) Business Days before filing the Registration Statement, the Company will furnish to each Participating Holder a copy of a draft of the “Selling Stockholder” and “Plan of Distribution” sections for review and approval, which approval shall not be unreasonably withheld or delayed, and any objections to such draft disclosures must be lodged within three (3) Business Days of such Participating Holder’s receipt thereof. (h) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f‎4‎(a) or Section 4(g‎2(g) if the number of Company has undertaken an Underwritten Offerings previously made Offering, whether for its own account or pursuant to Section 2(fthis Agreement, within the one hundred twenty (120) or Section 4(gdays preceding the date of the request to the Company for such Underwritten Offering. (i) Notwithstanding anything to the contrary in this Agreement, the immediately preceding twelve (12)-month period Company shall exceed not be obligated to effect more than three (3)) such Underwritten Offerings in a twelve (12) month period; provided that an Underwritten Offering shall not be considered made for purposes of this clause (eSection ‎4(i) unless the offering it has resulted in the disposition by the Holders of at least 7565% of the amount of Registrable Securities requested to be includedincluded subject to any reduction under Section ‎4(d) hereof.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayedOffering. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success price, timing or distribution of the securities being offered pursuant to such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten five (105) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g): (A) If the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(i) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (ia) The Majority Holders shall select send a request to the Company specifying the type of Registrable Security (either Common Stock or Senior Secured PIK Notes, but not both) for which an Underwritten Offering is being requested, and in such notice shall specify one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities Registrable Securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted proposed to be registered included in such offering is such as to materially adversely affect the success price, timing or distribution of the securities being offered pursuant to such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourthsecond, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested owned by the Holders to requesting their Registrable Securities be included in the Underwritten Offering. (d) Within ten three (103) days Business Days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, including the type of Registrable Security to be included in such “takedown,” and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities that are the subject of such “takedown” with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registeredsold. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided provided, however, that an Underwritten Offering shall not be considered made for purposes of this clause (eSection 6(e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount and type of Registrable Securities requested to be includedsold.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (ia) The Majority Holders shall select send a request to the Company specifying the type of Registrable Security (either Common Stock or Senior Secured PIK Notes, but not both) for which an Underwritten Offering is being requested, and in such notice shall specify one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities Registrable Securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted proposed to be registered included in such offering is such as to materially adversely affect the success price, timing or distribution of the securities being offered pursuant to such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourthsecond, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested owned by the Holders to requesting their Registrable Securities be included in the Underwritten Offering. (d) Within ten three (103) days Business Days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, including the type of Registrable Security to be included in such “takedown,” and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities that are the subject of such “takedown” with respect to which the Company has received written requests for inclusion therein within fifteen five (155 ) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registeredsold. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided provided, however, that an Underwritten Offering shall not be considered made for purposes of this clause (eSection 6(e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount and type of Registrable Securities requested to be includedsold.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings (a) At any time and from time to time after the effectiveness of a Registration Statement filed in accordance with Section 2.01, the Holders may request to sell all or any portion of their Registrable Securities included thereon in an underwritten offering that is registered pursuant to Section 2(fsuch Registration Statement (an “Underwritten Offering”); provided, that the Holders will be entitled to make such request only if the total offering price of the Registrable Securities to be sold in such offering (before deduction of underwriting discounts) or Section 4(g)is reasonably expected to exceed, whether in the case of an Underwritten Takedown or otherwiseaggregate, $25 million. (ib) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for In connection with any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the CompanyOffering, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Selling Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (bc) All Holders proposing to distribute their securities through an Underwritten Offering, as As a condition for inclusion of their a Selling Holder’s Registrable Securities thereinin an Underwritten Offering, the Selling Holder shall agree to enter into an underwriting agreement with the underwritersunderwriters and complete and execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders Selling Holders; and provided, provided further, however that no Selling Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Selling Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Company and the managing underwriter; provided, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering or if the Registration Statement relating to an Underwritten Offering is suspended pursuant to Section 2.03, then such abandoned or suspended, as applicable, Underwritten Offering will not be considered an Underwritten Offering under this Section 2.02. (cd) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders Company that the total amount of Registrable Securities or other shares of Class A Common Stock permitted to be registered included in such Underwritten Offering is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Class A Common Stock to be registered on included in such Registration Statement offering will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company Class A Common Stock to be included by any Person other than a Holder, an Equity Holder, a Warrant Selling Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company Class A Common Stock to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Selling Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Selling Holders to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to this Section 2(f2.02 if: (i) the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the 180 days preceding the date of the request for such Underwritten Offering pursuant to this Section 4(g2.02 is given to the Company; and (ii) if the number of Underwritten Offerings previously made pursuant to this Section 2(f) or Section 4(g) 2.02 in the immediately preceding twelve (12)-month 12-month period shall exceed three (3)three; provided provided, that an Underwritten Offering shall not be considered made for purposes of this clause (eii) unless the offering has resulted in the disposition by the Selling Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(g) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise. (ia) The Majority Holders shall select specify one or more investment banking firm(s) of national standing reasonably acceptable to the Company (which approval shall not be unreasonably conditioned, withheld or delayed) to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayedTakedown. (b) All Notwithstanding Section 7(b), all Holders proposing to distribute their securities Registrable Securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If Notwithstanding Section 7(b), if the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted proposed to be registered included in such offering is such as to materially adversely affect the success price, timing or distribution of the securities being offered pursuant to such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourthsecond, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested owned by the Holders to requesting their Registrable Securities be included in the Underwritten Offering. (d) Within ten three (103) days Business Days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration StatementTakedown, the Company shall give written notice of such request to all other Holders, including the type of Registrable Security to be included in such “takedown,” and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities that are the subject of such “takedown” with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registeredsold. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(g) or Section 4(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(g) or Section 4(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided provided, however, that an Underwritten Offering shall not be considered made for purposes of this clause (eSection 5(e) unless the offering has resulted in the disposition by the Holders of at least seventy-five percent (75% %) of the amount and type of Registrable Securities requested to be includedsold.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(g) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders Holders, with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the CompanyTakedown, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms firm(s) of national standing to be the managing underwriter or underwriters for any other Underwritten Offering Offering, with the consent of the Majority Holders, Holders (which consent shall not be unreasonably withheld, conditioned or delayed). (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Company and the Majority Holders and provided, provided further, however however, that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (ix) such Holder’s ownership of its Registrable Securities to be sold or transferred, (iiy) such Holder’s power and authority to effect such transfer and (iiiz) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If Notwithstanding anything to the contrary herein, if the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Reorganized DN Common Stock Shares permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Reorganized DN Common Stock Shares to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities the number of the Company, other than Registrable Securities, Securities to be included by any Equity Holder and/or Warrant Holder entitled to participate therein Holder, on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the such Holders to be included in the Underwritten Offeringincluded. (d) Within ten five (105) days Business Days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other HoldersHolders (which notice shall state that the material terms of such proposed Underwritten Offering, to the extent known, as well as the identity of the Holder requesting such takedown, are available upon request), and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days Business Days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering offer and sale of the Registrable Securities requested to be registered. (e) The Company will shall not be required to undertake an Underwritten Offering pursuant to Section 2(f2(g) or Section 4(g) if the number of Company has undertaken an Underwritten Offerings previously made Offering, whether for its own account or pursuant to Section 2(fthis Agreement, within the one hundred eighty (180) or Section 4(gdays preceding the date of the request to the Company for such Underwritten Offering. (f) Notwithstanding anything to the contrary in this Agreement, the immediately preceding twelve (12)-month period Company shall exceed three (3)not be obligated to effect more than four such Underwritten Offerings; provided that an Underwritten Offering shall not be considered made for purposes of this clause (eSection 5(f) unless the offering it has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be includedincluded subject to any reduction under Section 5(c) hereof.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise4. (ia) The Majority requesting Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as As a condition for inclusion of their the requesting Holders’ Registrable Securities thereinin any Underwritten Offering, the requesting Holders shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority requesting Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering the requesting Holders shall not be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s the requesting Holders’ ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s the requesting Holders’ power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown Request advises the requesting Holders that the total amount number of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock Ordinary Shares to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested by the Holders to be included in the Underwritten OfferingHolder. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f) or Section 4(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f) or Section 4(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) 2 or Section 4(g)3, whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the The Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however provided that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however further that no Holder of Registrable Securities included in any Underwritten Offering underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested)) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 10(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling persons in Section 10(b) hereof. (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities the number of the Company, other than Registrable Securities, Securities to be included by any Equity Holder and/or Warrant Holder entitled to participate therein Non-Demand Holders on a pro rata basis based on the total amount number of such securities Registrable Securities requested by the Equity Holders and/or Warrant Non-Demand Holders to be included in the Underwritten Offering; and fourth, fourth the Company shall reduce the amount number of Registrable Securities to be included by Demand Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Demand Holders to be included in the Underwritten Offering.; provided that in the case of an Underwritten Takedown pursuant to Section 2(e), in lieu of the reduction in clauses third and fourth, any such reduction shall be made pro rata among the Demand Holders and the Non-Demand Holders based on the total number of Registrable Securities requested by all such Holders to be included in the Underwritten Offering (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c4(e) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however provided that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f) 2 or Section 4(g3: (A) if the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f) 2 or Section 4(g) in the immediately preceding twelve (12)-month period 3 shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (e) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be includedthree.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(g) or Section 4(g3(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwritersunderwriters and agrees to complete and execute a Selling Holder Questionnaire and all reasonable questionnaires, powers of attorney, indemnities, lock-up letters and other documents required under the terms of such underwriting arrangements; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock New Securities permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock New Securities to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder the Allianz Noteholder’s or its Affiliates’ or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities the number of the Company, other than Registrable Securities, Securities to be included by any Equity Holder and/or Warrant Holder entitled to participate therein the Allianz Noteholder and its Affiliates on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders Allianz Noteholder and its Affiliates to be included in the Underwritten Offering. (d) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c4(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(g) or Section 4(g3(g): (A) If the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the ninety (90) days preceding the date of the request to the Company for such Underwritten Offering; or (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(g) or Section 4(g3(g) in the immediately preceding twelve (12)-month period shall exceed three equal two (32); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% seventy-five (75.0%) of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f) or Section 4(g2(h), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of New Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of New Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten five (105) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h): (A) If the Company has undertaken an Underwritten Offering, whether for its own account or Section 4(gpursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f) or Section 4(g2(h) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 7520% of the amount of Registrable Securities requested to be included; and (C) if the number of Underwritten Offerings previously made pursuant to Section 2(h) shall equal or exceed five (5).

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g5(g), whether in the case of an Underwritten Takedown or otherwise. (i) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted to be registered is such as to materially adversely affect the success of such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourth, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount number of Registrable Securities requested by the Holders to be included in the Underwritten Offering. (d) Within ten five (105) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 5(c6(c) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g5(g): (A) If the Company has undertaken an Underwritten Offering, whether for its own account or pursuant to this Agreement, within the one hundred eighty (180) days preceding the date of the request for such Underwritten Offering is given to the Company; and (B) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g5(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided that an Underwritten Offering shall not be considered made for purposes of this clause (eB) unless the offering has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested to be included.

Procedures for Underwritten Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2(f2(h) or Section 4(g), whether in the case of an Underwritten Takedown or otherwise. (ia) The Majority Holders shall select send a request to the Company indicating that an Underwritten Offering is being requested for Registrable Securities, and in such notice shall specify one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Underwritten Offering pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company shall select one or more investment banking firms of national standing to be the managing underwriter or underwriters for any other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Holders proposing to distribute their securities Registrable Securities through an Underwritten Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the underwriters; provided, however however, that the underwriting agreement is in customary form and reasonably acceptable to the Majority Holders and provided, further, however that no Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). (c) If the managing underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the total amount of Registrable Securities or other shares of Common Stock permitted proposed to be registered included in such offering is such as to materially adversely affect the success price, timing or distribution of the securities being offered pursuant to such Underwritten Offering, the amount number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than a Holder, an Equity Holder, a Warrant Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; third, the Company shall reduce or eliminate any securities of the Company, other than Registrable Securities, to be included by any Equity Holder and/or Warrant Holder entitled to participate therein on a pro rata basis based on the total amount of such securities requested by the Equity Holders and/or Warrant Holders to be included in the Underwritten Offering; and fourthsecond, the Company shall reduce the amount number of Registrable Securities to be included by Holders on a pro rata basis based on the total amount of Registrable Securities requested owned by the Holders to requesting their Registrable Securities be included in the Underwritten Offering. (d) Within ten three (103) days Business Days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, including the type of Registrable Security to be included in such “takedown,” and subject to the provisions of Section 5(c) hereof, include in such Underwritten Offering all such Registrable Securities that are the subject of such “takedown” with respect to which the Company has received written requests for inclusion therein within fifteen five (155) days after the Company’s giving of such notice; provided, however however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registeredsold. (e) The Company will not be required to undertake an Underwritten Offering pursuant to Section 2(f2(h) or Section 4(g) if the number of Underwritten Offerings previously made pursuant to Section 2(f2(h) or Section 4(g) in the immediately preceding twelve (12)-month period shall exceed three (3); provided provided, however, that an Underwritten Offering shall not be considered made for purposes of this clause Section 5(e) if (ei) unless the offering has resulted in the disposition by the Holders of at least less than 75% of the amount and type of Registrable Securities requested to be includedsold or (ii) the requesting Holders withdraw their request and reimburse the Company for any out of pocket expenses incurred in connection with the proposed Underwritten Offering.