Common use of Requests for Underwritten Shelf Takedowns Clause in Contracts

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when beginning on the first anniversary of the Closing Date and provided an effective Shelf is on file with the Commission, any Holder or the Sponsor or an Existing Investor (any of the Holders or the Sponsorsuch person in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 10 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right Subject to select Section 2.4.4, the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks)) shall be selected by the majority-in-interest of the Demanding Holders, subject to the initial Demanding HolderCompany’s prior approval reasonable consent (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelySponsor, on the one hand, and the Sponsor, Existing Investors on the other hand, may each demand not more than one (1) Underwritten Shelf Takedowns Takedown pursuant to this Section 2.1.5 2.1.4 within any twelve (i12) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect affect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.04, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the LGL Sponsor (any of the Holders or the Sponsor, being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million 30 million, or (y) all remaining Registrable Securities held by the Demanding Holder ((x) or (y), as applicable, the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company initial Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, LGL Sponsor may each demand not more than one (1) Underwritten Shelf Takedowns Takedown pursuant to this Section 2.1.5 (i2.01(c) not more than two times in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any a Holder or the Sponsor (any of the Holders or the Sponsorbeing in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated gross aggregate offering price reasonably expected to exceed, in the aggregate, of at least $25 10 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the such rights, in each such case, a “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total LimitDemand”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that which is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the Commission, and after the expiration of the lock-up period set out in subsection 4.7.1, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) may request to sell sell, all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, the lesser of (i) $25 million 20,000,000 and (ii) five percent (5%) of the Company’s market capitalization or (y) all remaining Registrable Securities held by the requesting Holder, but in no event with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to less than $10,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown, the intended method or methods of distribution thereof and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company majority-in-interest of Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), ) subject to the initial Demanding Holder’s prior approval (of the Company, which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreementherein, the Company Sponsor and each other SPAC Holder, if any, may effect any each demand only one Underwritten Offering pursuant to any then-effective Registration StatementShelf Takedown each fiscal year and the VAST Holders may, including a Form S-3collectively, demand only two Underwritten Shelf Takedowns each fiscal year; provided, that is then available no demand for such offeringan Underwritten Shelf Takedown may be made prior to 45 days following the consummation of another Underwritten Shelf Takedown or a Piggyback Registration (as defined herein) has been effected.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf Registration is on file with the Commission, any Holder and subject to the expiration of the Applicable Lock-Up Period, one or the Sponsor (any more of the Holders (such Holder or the SponsorHolders being in such case, a “Demanding HolderHolders”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf Registration (each, an “Underwritten Shelf Takedown”); provided provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holders with a total offering price reasonably expected to exceed, in the aggregate, $25 million 50,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold by the Demanding Holders in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s Holders’ prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Holders may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times (2) Underwritten Shelf Takedowns in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringperiod.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any one or more Holder or the Sponsor (any of the Holders or the SponsorHolder being, in such case, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering offering: (i) shall include Registrable Securities proposed to be sold by the Demanding HolderHolder(s), either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”), or (ii) is comprised of all remaining Registrable Securities held by the Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf TakedownOffering. The Company Subject to Section 2.3.4, a majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelyLegacy Orchestra Equityholders, on the one hand, and the SponsorSponsor Equityholders, on the other hand, may each demand not more than one (1) Underwritten Shelf Takedowns Takedown pursuant to this Section 2.1.5 2.1.3 within any nine (i) not more than two times in any 129)-month period; provided, however, that no Demanding Holder may request an Underwritten Shelf Takedown during the six-month period (following the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)closing of a prior Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a Target Holder (any of the Holders Sponsor or the Sponsorsuch Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceedof at least, in the aggregate, $25 100.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.3.4, the Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, Target Holders may each demand not more than (i) one (1) Underwritten Shelf Takedown pursuant to this Section 2.1.4 within any six (6) month period, (ii) two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period or (the “Yearly Limit”iii) and three (ii3) not more than five times Underwritten Shelf Takedowns in the aggregate (the “Total Limit”)on Form S-1 or any similar long-form registration statement. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, an Investor Stockholder or a Target Holder or the Sponsor (any of the Holders Sponsor, an Investor Stockholder or the Sponsora Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 10 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The HoldersSponsor, collectively, on the one hand, Investor Stockholders and the Sponsor, on the other hand, Target Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 in any twelve (i12) month period, for an aggregate of not more than two times six (6) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any Demanding Holders representing at least a majority-in-interest of the Holders or the Sponsor, a “Demanding Holder”) then outstanding Registrable Securities may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf Shelf, including a Block Trade (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if the aggregate gross proceeds from such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price Underwritten Shelf Takedown are reasonably expected to exceed, in the aggregate, $25 35 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Demanding Holders shall have the right to select the Underwriters for such offering Underwritten Shelf Takedown (which shall consist of one or more reputable nationally recognized investment banks), subject banks that are reasonably acceptable to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”Company). Notwithstanding anything to the contrary in this Agreement, the Company may effect any such Underwritten Offering Shelf Takedown pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings with the managing Underwriter or Underwriters and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Takedown contemplated by this Section 2.1.4, the underwriting agreement into which each Demanding Holder, the Company and the managing Underwriter or Underwriters shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The Company may elect to include primary shares of Common Stock in any Underwritten Shelf Takedown undertaken pursuant to this Section 2.1.4, subject to any reductions required by Section 2.1.5 below.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, a Forward Purchaser or an OfferPad Holder or the Sponsor (any of the Holders Sponsor, a Forward Purchaser or the Sponsoran OfferPad Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated gross aggregate offering price reasonably expected to exceed, in the aggregate, of at least $25 75 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The HoldersSponsor may demand not more than one (1) Underwritten Shelf Takedown, collectivelythe Forward Purchasers may demand not more than one (1) Underwritten Shelf Takedown, on the one hand, and the Sponsor, on the other hand, Principal Stockholders may each demand not more than two (2) Underwritten Shelf Takedowns and the other OfferPad Holders other than the Principal Stockholders may demand not more than two (2) Underwritten Shelf Takedowns, in each case, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the such rights, in each such case, a “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total LimitDemand”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with following the Commissioneffectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2 or any replacement thereof, by notice to the Company specifying the intended method or methods of disposition thereof any CCMP Holder or any Sponsor or Oak Hill Holder (as applicable, the Sponsor (any of the Holders or the Sponsor, a “Demanding Shelf Requesting Holder”) may make a written request to sell all or the Company to effect a public offering (a “Shelf Take Down Notice”), (provided that any portion of its Registrable Securities in request for an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to such shelf registration statement (including a Block Trade) (a “Shelf Underwritten Offering”) by any Sponsor or Oak Hill Holder is subject to and only to the Shelf (eachextent provided by Section 2.4), an “Underwritten Shelf Takedown”); provided of all or a portion of such Holder’s Registrable Securities that may be registered under such shelf registration statement, and as soon as practicable the Company shall only be obligated to effect an Underwritten amend or supplement such shelf registration statement as necessary for such purpose. Each Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with Notice for a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”). All requests for Shelf Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which Offering shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and a reasonably estimated approximate price range (net of reasonably estimated underwriting discounts and commissions) of such Shelf TakedownUnderwritten Offering. Promptly upon receipt of a Shelf Takedown Notice (but in no event more than two (2) business days thereafter (or more than twenty-four (24) hours thereafter in connection with a Block Trade)), the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include in such Shelf Underwritten Offering such Registrable Securities requested to be included by each such Holder, up to such number of Registrable Securities equal to such Holder’s pro rata share determined based on the number of Registrable Securities that the Shelf Requesting Holder proposes to sell in such Shelf Underwritten Offering as compared to the number of outstanding Registrable Securities held by the Shelf Requesting Holder immediately prior to such Shelf Underwritten Offering, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, within twenty-four (24) hours after sending the Company Shelf Takedown Notice and otherwise as provided in Section 2.1.4. The Company shall have enter into an underwriting agreement in customary form with the right managing Underwriter or Underwriters selected by the Shelf Requesting Holder, after reasonable consultation with the Company, and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to select expedite or facilitate the Underwriters for disposition of such offering (which shall consist of one or more reputable nationally recognized investment banks)Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the initial Demanding Holder’s prior approval (underwriting agreement into which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, each Holder and the SponsorCompany shall enter shall contain such representations, on covenants, indemnities and other rights and obligations as are customary in secondary underwritten offerings. Notwithstanding the delivery of any Shelf Take Down Notice, all determinations as to whether to complete any Shelf Underwritten Offering and as to the timing, manner, price and other hand, may each demand terms of any Shelf Underwritten Shelf Takedowns pursuant to Offering contemplated by this Section 2.1.5 (i) not more than two times 2.1.3, shall be determined by the Shelf Requesting Holder. At any time before the pricing of a Shelf Underwritten Offering, in any 12-month period (accordance with Section 2.2.5, the “Yearly Limit”) and (ii) not more than five times in Shelf Requesting Holder may withdraw its Shelf Take Down Notice and, upon receipt of written notice to such effect from the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this AgreementShelf Requesting Holder, the Company may effect any shall cease all efforts to complete such Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringOffering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder Memic Equityholder or the SPAC Sponsor (any of the Holders Memic Equityholders or the SponsorSPAC Sponsor being, in such case, a “Demanding Holder” and collectively, the “Demanding Holders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holders with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.4.4, the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Demanding Holders may each demand not more than three (3) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form F-3, or Form S-3, as applicable, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time during the term of this Agreement when an effective Shelf is on file with the CommissionSEC, any if the Holder delivers a written request stating that the Holder or the Sponsor (any member of the Holders or the Sponsor, a “Demanding Holder”) may request Holder Affiliated Group intends to sell all or any portion of its the Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that , then, subject to the terms of this Agreement, the Company shall only take all actions reasonably required, including amending or supplementing the Shelf, to enable such Registrable Securities to be obligated offered and sold as contemplated by such request; provided, however, that (A) the Company shall be required to effect no more than one (1) Underwritten Shelf Takedown per calendar year (unless the Company, in its sole discretion, otherwise agrees to effect an additional Underwritten Shelf Takedown if during such offering shall include calendar year) and no more than five (5) Underwritten Shelf Takedowns in total during the term of this Agreement; (B) each Underwritten Shelf Takedown must pertain to at least $15 million of Registrable Securities proposed Securities; and (C) no Underwritten Shelf Takedown may be requested within ninety (90) days of the date of the Prospectus supplement filed with respect to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”)any prior Underwritten Shelf Takedown. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have , the right to select identities of the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, sellers and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringintended method or methods of distribution thereof.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder Innoviz Equityholder, SPAC Holder, or the Sponsor Other Equityholder (any of the Holders Innoviz Equityholders, the SPAC Holders, or the SponsorOther Equityholders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price reasonably expected to exceed, in the aggregate, $25 75 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Innoviz Equityholders, the SPAC Holders, collectively, on the one hand, and the Sponsor, on the other hand, Other Equityholders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) Investor may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (including piggyback shares and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25 50 million or (the “Minimum Takedown Threshold”)y) all remaining Registrable Securities. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which Company (the “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Investor shall have the right to select the Underwriters for such investment banker(s) and manager(s) to administer the offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following Subject to Section 3.4, following the expiration of the applicable Lock-Up Period, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggy-back securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”)15,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any Holder (each a “Takedown Requesting Holder”) at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggy-back registration rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the Underwriters underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Sponsor may demand not more than one hand, and the Sponsor, on the other hand, may each demand (1) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.2.3 in any 12-month period six (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)6)-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering, subject to the provisions of Section 2.1.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at (i) At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, any Holder or the Sponsor (any each of the Special Holders or the Sponsor, (each Special Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities (or, (x) in the case of NB, Registrable Securities held by NB, the NB Aggregator and/or NB Aggregator Subject Members and (y) in the case of Xxxx SLP, Registrable Securities held by Xxxx SLP, any other Xxxx SLP Aggregator and/or Xxxx SLP Aggregator Subject Members) in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million . (the “Minimum Takedown Threshold”). ii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Demanding Holders requesting such Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), such Underwriters to be subject to the initial Demanding Holder’s prior approval (written consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 . (iiii) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary contained in this Agreement, the Company may effect in no event shall any Special Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Offering pursuant Shelf Takedown with respect to any thenSpecial Holder or any Transferee thereof) during the Lock-effective Registration StatementUp Period applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, including a Form S-3in the aggregate, $50 million (the “Minimum Takedown Threshold”) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Except as set forth in the preceding sentence (and subject to Section 3.1(d)(iii)), there shall be no limit to the number of Underwritten Shelf Takedowns that is then available for such offeringmay be requested by any Special Holder.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at (A) At any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any i) holders of at least a majority in interest of the Holders or Registrable Securities held collectively by the SponsorENPC Equityholders and the Holdco Equityholders (the “Demanding Holdco Holders”) and (ii) following the expiration of the Lock-Up Period, holders of at least ten percent (10%) in interest of the then outstanding number of Registrable Securities, held collectively by the Grey Rock Equityholders (the “Demanding Grey Rock Holders” and together with the Demanding Holdco Holders, the “Demanding Holders” and each, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”) and (B) to the extent Parentco is not eligible to use a Registration Statement on Form S-3 after twelve months after the date of this Agreement, the Demanding Holders may require Parentco file a Registration on Form S-1 to effect an Underwritten Offering of all or any portion of its Registrable Securities (“Underwritten Demand Offering”); provided in each case that the Company Parentco shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $25 million or (y) all remaining Registrable Securities held by the Demanding Holder (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns or Underwritten Demand Offerings shall be made by giving written notice to the CompanyParentco, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf TakedownOffering. The Company Subject to Section 2.3.3, the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderParentco’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the ENPC Equityholders and Holdco Equityholders may collectively demand not more than one hand, and the Sponsor, on the other hand, may each demand (1) Underwritten Shelf Takedowns Offering pursuant to this Section 2.1.5 2.1.3. The Demanding Grey Rock Holders may demand Underwritten Offerings pursuant to this Section 2.1.3 so long as the Grey Rock Holders collectively hold at least ten percent (i10%) not more than two times in any 12-month period (of the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)then outstanding shares of common stock of Parentco. Notwithstanding anything to the contrary in this Agreement, the Company Parentco may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the Commission, and after the expiration of the lock-up period set out in clause 4.7.1, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) may request to sell sell, all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, the lesser of (i) $25 20 million and (ii) five percent (5%) of the Company’s market capitalization or (y) all remaining Registrable Securities held by the requesting Holder, but in no event with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to less than $10,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown, the intended method or methods of distribution thereof and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company majority-in-interest of Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), ) subject to the initial Demanding Holder’s prior approval (of the Company, which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreementherein, the Company Sponsor and each other SPAC Holder, if any, may effect any each demand only one Underwritten Offering pursuant to any then-effective Registration StatementShelf Takedown each fiscal year and the VAST Holders may, including a Form S-3collectively, demand only two Underwritten Shelf Takedowns each fiscal year; provided, that is then available no demand for such offeringan Underwritten Shelf Takedown may be made prior to 45 days following the consummation of another Underwritten Shelf Takedown or a Piggyback Registration (as defined herein) has been effected.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or (a) the Sponsor or (b) Holders of a majority-in-interest of the Registrable Securities held by the Jasper Holders (any of such Holders, the Holders or the Sponsor, a “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 30 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company initial Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, Jasper Holders may each demand not more than three (3) Underwritten Shelf Takedowns, for an aggregate of not more than six (6) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) Agreement. The Company shall not be required to effect more than two times in one (1) Underwritten Shelf Takedown during any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any of the Holders or the Sponsorbeing, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering Other Coordinated Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, all Holders selling any Registrable Securities in such offering with a total offering price reasonably expected to exceed, in the aggregate, $25 20 million (the “Minimum Takedown Threshold”); and under no circumstances shall the Company be obligated to effect more than an aggregate of three Underwritten Shelf Takedowns in any calendar year. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least ten days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.4.4, the Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on Such Demanding Holders shall enter into an underwriting agreement in customary form with the one hand, and the Sponsor, on the other hand, may each demand Underwriter(s) selected for such Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringTakedown.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective following the effectiveness of the Shelf is on file with the Commissionrequired by subsections 2.1.1 or 2.1.2, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) may request to sell all or any a portion of its their Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the such shelf registration statement, including a Block Trade (a “Shelf (each, an “Underwritten Shelf TakedownOffering”); ) provided that the Company shall only be obligated to effect an such Holder(s) reasonably expect aggregate gross proceeds in excess of $75,000,000 from such Shelf Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million Offering (the “Minimum Takedown Threshold”). All requests for a Shelf Underwritten Shelf Takedowns Offering shall be made by giving written notice to the Company, which Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf TakedownUnderwritten Offering. Within three (3) Business Days after receipt of any Shelf Takedown Notice (or twenty-four (24) hours thereafter in connection with an underwritten Block Trade), the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days, or, in the case of a Block Trade, within twenty-four (24) hours, after sending the Company Shelf Takedown Notice. The Company and all such Holders proposing to distribute their Registrable Securities through the Shelf Underwritten Offering shall have enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by companies that are similarly situated to the right to select Company with the managing Underwriter or Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks)selected by the Company, subject to the initial Demanding Holder’s prior approval of the initiating Holders (which shall such approval not to be unreasonably withheld, conditioned or delayed)) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. The HoldersIn connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.4, collectivelysubject to Section 2.3 and Article IV, on the one hand, underwriting agreement into which each Holder and the SponsorCompany shall enter shall contain such representations, on covenants, indemnities and other rights and obligations of the other hand, Company and the selling shareholders as are customary in underwritten offerings of securities by companies that are similarly situated to the Company. No Holder may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times (2) Shelf Underwritten Offering in any twelve (12) month period. Prior to the filing of the applicable preliminary prospectus supplement for a Shelf Underwritten Offering, a majority-month period (in-interest of Holders initiating a Shelf Underwritten Offering who timely requested to include Registrable Securities in such offering shall have the “Yearly Limit”right to withdraw from such Shelf Underwritten Offering for any reason or no reason whatsoever upon written notification to the Company and the managing Underwriter or Underwriters of such offering of their intention to withdraw from such Underwritten Shelf Offering; provided, however, that if such withdrawal(s) and (ii) not more than five times in the aggregate (would cause the “Total Limit”). Notwithstanding anything Minimum Takedown Threshold not to the contrary in this Agreementbe satisfied, the Company may shall not be obligated to effect any such Shelf Underwritten Offering pursuant to any then-effective and the requested Shelf Underwritten Offering shall count towards the limitation in the immediately preceding sentence unless the Holders who withdrew from such offering reimburse the Company for all Registration Statement, including a Form S-3, that is then available for such offeringExpenses reasonably incurred by the Company in connection therewith.

Requests for Underwritten Shelf Takedowns. Following Subject to Section 3.4, following the expiration of the applicable Lock-Up Period, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder one or the Sponsor more Holders (any of the Holders or the Sponsoreach, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated aggregate offering price reasonably expected to exceedprice, in the aggregatenet of underwriting discounts and commissions, of at least $25 100 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns and the Embark Holders, collectively, may demand not more than three (3) Underwritten Shelf Takedowns, in each case, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder one or the more Legacy Owlet Equityholders or one or more Sponsor Equityholders (any of the Holders Legacy Owlet Equityholders or the SponsorSponsor Equityholders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.3.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelyLegacy Owlet Equityholders, on the one hand, and the SponsorSponsor Equityholders, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns Takedown pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect affect any Underwritten Offering Shelf Takedown pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Founder Shares Lock-Up up Period, the New Holders Lock-up Period or the Private Placement Lock-up Period, as applicable, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder New Holder, Existing Holder, or the Sponsor Sponsor, or any combination thereof (any of the Holders New Holders, Existing Holders, or the SponsorSponsor making such demand, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the a Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include (a) Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million 10million (the “Minimum Takedown Threshold”)) or (b) if the Demanding Holders hold Registrable Securities with a total offering price reasonably expected to be less than the Minimum Takedown Threshold, all of the Registrable Securities held by a Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval by the Demanding Holder(s) (which shall not be unreasonably withheld, conditioned or delayed). The New Holders, collectively, on the one hand, and the Existing Holders and the Sponsor, collectively, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) 2.1.4 not more than two times in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that which is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, (a) a Sponsor Holder (the “Demanding Sponsor Holder”) or (b) an eFFECTOR Holder (the “Demanding eFFECTOR Holder”) (any Demanding Sponsor Holder or the Sponsor (any of the Holders or the SponsorDemanding eFFECTOR Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Demanding Sponsor Holders and the Sponsor, on the other hand, Demanding eFFECTOR Holder may each demand not more than one (1) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering, subject to the provisions of Section 2.2.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the relevant Shelf has been declared effective Shelf is on file with by the CommissionSEC, any Holder or the Sponsor Special Holders may request (any of the Holders or the Sponsoreach, a “Demanding HolderShelf Takedown Request”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (exclusive of piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25 10.0 million (the “Minimum Takedown Threshold”)) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder, provided that any request for an Underwritten Shelf Takedown pursuant to this clause (ii) made by the Sponsor Representative as representative of the Founder Holders, shall apply to all Registrable Securities then held by the Founder Holders. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range of such Underwritten Shelf Takedown, provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 3.4. The Company Special Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the initial Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary herein, in no event shall any Special Holder or any Transferee thereof request an Underwritten Shelf Takedown during the Lock-Up Period. There shall be no limit to the number of Underwritten Shelf Takedowns that may be requested by any Special Holder, subject to the proviso in the first sentence of this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringSection 4.1(c).

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder DM Equityholder or the Sponsor Equityholder (any of the Holders DM Equityholders or the SponsorSponsor Equityholders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price reasonably expected to exceed, in the aggregate, $25 75 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelyDM Equityholders, on the one hand, and the SponsorSponsor Equityholders, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the GAMC Majority Holders or a Bolt Holder or the Sponsor (any of the GAMC Majority Holders or the Sponsora Bolt Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated aggregate offering price reasonably expected to exceedprice, in the aggregatenet of underwriting discounts and commissions, of at least $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), and to agree to the pricing and other terms of such offering, subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, GAMC Majority Holders may each collectively demand not more than two (2) Underwritten Shelf Takedowns and the Bolt Holders may collectively demand not more than two (2) Underwritten Shelf Takedowns, in each case, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, any Holder or the Sponsor (any Special Holders representing a majority in interest of the Holders or the Sponsor, a “Demanding Holder”) Registrable Securities may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown” and such Special Holders the “Demanding Holders”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information and shall not be disclosed to any third party (other than any Affiliate, Representative, limited partner or shareholder of such Special Holder), unless (a) such information becomes known to the public through no fault of such Special Holder or (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Authority. The Company shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), ) and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the initial consent of the Demanding Holder’s prior approval (Holders of a majority in interest of the Registrable Securities for which an Underwritten Shelf Takedown has been requested, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Special Holder or any Transferee thereof request an Underwritten Shelf Takedown during the Lock-Up Period applicable to such Person. The Holders, collectively, on Special Holders may in the one hand, and the Sponsor, on the other hand, may each aggregate demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i2.1(c) not more than two times in any twelve (12-) month period (period, subject to the “Yearly Limit”) and (ii) not more than five times proviso in the aggregate (the “Total Limit”first sentence of this Section 2.1(c). Notwithstanding anything to For the contrary in this Agreementavoidance of doubt, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringShelf Takedowns shall include underwritten block trades.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Clause 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a Sxxxxx Holder (any of the Holders Sponsor or the Sponsora Sxxxxx Holder being in such case, a “"Demanding Holder”") may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “"Underwritten Shelf Takedown”"); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall (i) include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 20 million or (ii) cover all of the “remaining Registrable Securities held by the Demanding Holder (each of the circumstances described in (i) and (ii), the "Minimum Takedown Threshold”"). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Clause 2.3.3, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally internationally recognized investment banks), subject to the initial Demanding Holder’s 's prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, Sxxxxx Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 Clause 2.1.4 in any twelve (i12) month period, for an aggregate of not more than two times four (4) Underwritten Shelf Takedowns pursuant to this Clause 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect effectuate any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a Rigetti Holder (any of the Holders Sponsor or the Sponsora Rigetti Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated gross aggregate offering price reasonably expected to exceed, in the aggregate, of at least $25 10 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Sponsor may demand not more than one hand, (1) Underwritten Shelf Takedown and the Sponsor, on the other hand, Rigetti Holders may each demand not more than two (2) Underwritten Shelf Takedowns Takedowns, in each case, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the such rights, in each such case, a “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total LimitDemand”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) Investor may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, exceed $25 million or (the “Minimum Takedown Threshold”)y) all remaining Registrable Securities. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which Company (the “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Investor shall have the right to select the Underwriters for such investment banker(s) and manager(s) to administer the offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The HoldersNotwithstanding the forgoing, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Investor shall be entitled to effectuate no more than three (3) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder the Sponsor, the CP Stockholder or the Sponsor VG Stockholder (any of the Holders Sponsor, the CP Stockholder or the SponsorVG Stockholder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price reasonably expected to exceed, in the aggregate, $25 100 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelySponsor and the CP Stockholder, on the one hand, and the SponsorVG Stockholder, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder Stockholder or group of Stockholders who then holds at least twenty-five (25)% of the Sponsor issued and outstanding shares of the Company Common Stock that constitutes Registrable Securities (any of the Holders or the Sponsorsuch Stockholders being, in such case, a “Demanding HolderStockholder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Stockholder with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Demanding Stockholder initiating the request shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The HoldersNotwithstanding anything to the contrary in this Section 2.1.4 and this Agreement, collectively, on there shall be no limit to the one hand, and the Sponsor, on the other hand, may each demand number of Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in that may be requested by any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)Demanding Stockholder. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, (a) a Sponsor Holder (the “Demanding Sponsor Holder”) or (b) a ConnectM Holder (the “Demanding ConnectM Holder”) (any Demanding Sponsor Holder or the Sponsor (any of the Holders or the SponsorDemanding ConnectM Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Holder of such Registrable Securities reasonably expects aggregate proceeds in excess of $5,000,000 from such Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”)Takedown. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.3.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Demanding Sponsor Holders and the Sponsor, on the other hand, Demanding ConnectM Holder may each demand not more than four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering, subject to the provisions of Section 2.2.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor Holders of at least fifteen percent (any 15%) of the Holders or then-outstanding number of Registrable Securities (the Sponsor, a “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together Holders with other Demanding Holders, with a total offering price an anticipated gross proceeds reasonably expected to exceed, in the aggregate, at least $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering offering. No Demanding Holders may demand more than one (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand 1) Underwritten Shelf Takedowns Takedown pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the such rights, in each such case, a “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total LimitDemand”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder the Sponsor, a Founder or the Sponsor a Growth Investor (any of the Holders Sponsor, a Founder or the Sponsora Growth Investor being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, net of underwriting discounts and commissions, in the aggregate, $25 30 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial majority-in-interest of the Demanding Holder’s Holders’ prior approval (which shall not be unreasonably withheld, conditioned or delayed). The HoldersSponsor, collectively, on the one hand, Founders and the Sponsor, on the other hand, Growth Investors may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 in any twelve (i) 12)-month period, for an aggregate of not more than two times six (6) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any 12-month period twelve (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)12)-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect effectuate any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder the Legacy Scilex Equityholder or a majority-in-interest of the Sponsor Equityholders (any of the Holders Legacy Scilex Equityholder or the SponsorSponsor Equityholders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding HolderHolder(s), either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf TakedownOffering. The Subject to Section 2.3.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelyLegacy Scilex Equityholder, on the one hand, and the SponsorSponsor Equityholders, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns Offerings pursuant to this Section 2.1.5 (i) not more than two times 2.1.3 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, one or more Holders (any Holder or the Sponsor (any of the Holders or the Sponsorbeing, in such case, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering offering: (i) shall include Registrable Securities proposed to be sold by the Demanding HolderHolder(s), either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 1 million (the “Minimum Takedown Threshold”)) or (ii) is comprised of all remaining Registrable Securities held by such Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf TakedownOffering. The Company Subject to Section 2.3.4, a majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Sponsor may not demand more than one hand, and the Sponsor, on the other hand, may each demand (1) Underwritten Shelf Takedowns Takedown pursuant to this Section 2.1.5 2.1.3 within any six (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)6)-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodPeriod (as defined in Section 4.1 of this Agreement), at any time and from time to time when an effective Shelf is on file with the Commission, any Holder (i) Holders of at least a majority in interest of the then outstanding number of Registrable Securities held collectively by the Sponsor or the Sponsor Equityholders (any the “Demanding Sponsor Holders”), or (ii) Holders of at least a majority in interest of the Holders or then outstanding number of Registrable Securities held collectively by the SponsorEligible Equityholders (the “Eligible Equityholder Demanding Holders” and together with the Demanding Sponsor Holders, collectively the “Demanding Holders”, and each individually, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding HolderHolder(s), either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 [__] million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf TakedownOffering. The Subject to Section 2.3.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other handDemanding Holder, may each demand not more than two (2) Underwritten Shelf Takedowns Offerings pursuant to this Section 2.1.5 (i) not more than two times 2.1.3 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect affect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder Xxxxxx Equityholder or the Sponsor Equityholder (any of the Holders Xxxxxx Equityholders or the SponsorSponsor Equityholders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelyXxxxxx Equityholders, on the one hand, and the SponsorSponsor Equityholders, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any a Holder or the Sponsor (any of the Holders or the Sponsorsuch Holder, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 4 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4, provided that the Company is not obligated to effect an Underwritten Shelf Takedown within ninety (i90) not more than two times in any 12-month period (days after the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)closing of a prior Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any (a) a Sponsor Holder (a “Demanding Sponsor Holder”) or the Sponsor (b) a Near Holder (a “Demanding Near Holder”) (any of the Demanding Sponsor Holders or the Sponsorsuch Demanding Near Holders being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Demanding Sponsor Holders and the Sponsor, on the other hand, Demanding Near Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3S-3 Shelf, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the CommissionSEC, any Holder or the Sponsor (any of the Holders or the Sponsorbeing, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering Other Coordinated Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, all Holders selling any Registrable Securities in such offering with a total offering price reasonably expected to exceed, in the aggregate, $25 20 million (the “Minimum Takedown Threshold”); and under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Underwritten Shelf Takedowns in any calendar year. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least ten (10) Business Days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.4(d), the majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on Such Demanding Holders shall enter into an underwriting agreement in customary form with the one hand, and the Sponsor, on the other hand, may each demand Underwriter(s) selected for such Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)Takedown. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any one or more Holder or the Sponsor (any of the Holders or the SponsorHolder being, in such case, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering offering: (i) shall include Registrable Securities proposed to be sold by the Demanding HolderHolder(s), either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 20.0 million (the “Minimum Takedown Threshold”), or (ii) is comprised of all remaining Registrable Securities held by the Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.3.4, a majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Holders may each demand not more than one (1) Underwritten Shelf Takedowns Takedown pursuant to this Section 2.1.5 2.1.3 within any six (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)6)-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering Shelf Takedown pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Takedown Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that that, except for any Underwritten Shelf Takedown requested by AEA as a Takedown Demanding Holder (the “AEA Initiating Holder”), the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Takedown Demanding Holder, either individually or together with other Takedown Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Takedown Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns effected pursuant to this Section 2.1.5 shall be counted as Demand Registrations (iincluding Underwritten Demand Registrations) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering effected pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringSection 2.2.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a VO Holder (any of the Holders Sponsor or the Sponsora VO Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Sponsor may demand not more than one hand, (1) Underwritten Shelf Takedown and the SponsorVO Holders may demand, on in the other handaggregate, may each demand not more than four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time after the expiration of any Lock-up to which a Holder’s shares are subject, if any, and when an effective Shelf is on file with the Commission, the Sponsor and any Target Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) SPAC Holder may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering (any such Holder, a “Demanding Holder” and collectively, the “Demanding Holders”) that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company HoldCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyHoldCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.3.4, HoldCo shall have the right to select the managing Underwriter or Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Sponsor may each demand not more than three (3) Underwritten Shelf Takedowns and the Target Holder’s may demand not more than three (3) Underwritten Shelf Takedowns, as applicable, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4, in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company HoldCo may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, the Sponsor, any Sponsor Member, or a Target Holder or the Sponsor (any of the Holders Sponsor, any Sponsor Member or the Sponsora Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that (a) a majority-in-interest of the then outstanding number of Registrable Securities held by the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities shall be in the form of an Underwritten Offering, and (b) the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holders with a total offering price reasonably expected to exceed, in the aggregate, of at least $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Demanding Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following Subject to Section 3.4, following the expiration of the applicable Lock-Up Period, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder the Sponsor, or the Sponsor a Company Investor (any of the Holders Sponsor or the Sponsora Company Investor being in such case, a “Demanding HolderInvestor”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company Holdco shall only be obligated to effect an Underwritten Shelf Takedown if (i) such offering shall include Registrable Securities proposed to be sold by the Demanding HolderInvestor, either individually or together with other Demanding HoldersInvestors, with a total offering price reasonably expected to exceed, in the aggregate, of at least $25 million in the aggregate or (ii) cover all of the remaining Registrable Securities held by the Demanding Investor (each of the circumstances described in (i) and (ii), the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyHoldco, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.4.4, a majority-in-interest of the Demanding Investors shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderHoldco’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, Company Investors may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 within any six (i6) month period. For the avoidance of doubt, Holdco shall not be required to effect an aggregate of more than two times four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company Holdco may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any of the Demanding Holders or the Sponsor, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf Shelf, including a Block Trade (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holders with a total offering price reasonably expected to exceed, in the aggregate, aggregate $25 10 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Original Holders, collectively, on may demand not more than two (2) Underwritten Shelf Takedowns, the one handAvePoint Holders, and the Sponsor, on the other handcollectively, may each demand not more than two (2) Underwritten Shelf Takedowns and the Sixth Street Holders, collectively, may demand not more than two (2) Underwritten Shelf Takedowns, pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)2.1.4. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Offering contemplated by this Section 2.1.4, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder one or the Sponsor more Holders (any of the Holders or the Sponsorbeing, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Promptly (but in any event within ten (10) days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. Subject to Section 2.4.3, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering Shelf Takedown pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any a Holder or the Sponsor (any of the Holders or the Sponsora Holder being in such case, a “Demanding Holder”) may request request, subject to Article V, to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include include, subject to Article V, Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, of at least $15.0 million in the aggregate, $25 million aggregate (the “Minimum Takedown Threshold”); provided that, with respect to all remaining Registrable Securities held by the Demanding Holder no Minimum Takedown Threshold shall apply. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.4.4, a majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Holders may demand not more than one hand, and the Sponsor, on the other hand, may each demand (1) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 within any six (i6) month period. For the avoidance of doubt, the Company shall not be required to effect an aggregate of more than two times (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder one or the Sponsor more Holders (any of the Holders or the Sponsorin such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $25 35 million (the “Minimum Takedown Threshold”). All Other than a Registration effected pursuant to Section 2.4, all requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Promptly (but in any event within ten (10) days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. Subject to Section 2.4.3, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelyLegacy Rubicon Equityholders, on the one hand, and the Sponsor, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering Shelf Takedown pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any of the Holders or the Sponsorbeing, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering Other Coordinated Offering that is registered pursuant to the Shelf Shelf, including a Block Trade (each, an “Underwritten Shelf Takedown”); provided provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, all Holders selling any Registrable Securities in such offering with a total offering price reasonably expected to exceed, in the aggregate, $25 30 million (the “Minimum Takedown Threshold”); and under no circumstances shall the Company be obligated to effect more than an aggregate of three Underwritten Shelf Takedowns in any calendar year. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least ten (10) business days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on Such Demanding Holders shall enter into an underwriting agreement in customary form with the one hand, and the Sponsor, on the other hand, may each demand Underwriter(s) selected for such Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringTakedown.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder the Sponsor, an Investor Stockholder or the Sponsor a Xxxx Xxxxxx (any of the Holders Sponsor, an Investor Stockholder or the Sponsora Xxxx Xxxxxx being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf Shelf, including a Block Trade (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 100 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, an Investor Stockholder and a Xxxx Xxxxxx may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect effectuate any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any a DMY Holder or the Sponsor a Planet Holder (any of the Holders a DMY Holder or the Sponsora Planet Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated gross aggregate offering price reasonably expected to exceed, in the aggregate, of at least $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), and to agree to the pricing and other terms of such offering, subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the DMY Holders may collectively demand not more than one hand, (1) Underwritten Shelf Takedown and the Sponsor, on the other hand, Planet Holders may each collectively demand not more than four (4) Underwritten Shelf Takedowns Takedowns, in each case, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any a Holder or the Sponsor (any of the Holders or the Sponsorbeing in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated gross aggregate offering price reasonably expected to exceed, in the aggregate, of at least $25 10 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Sponsor may demand not more than one hand, (1) Underwritten Shelf Takedown and the Sponsor, on the other hand, Holders may each demand not more than two (2) Underwritten Shelf Takedowns Takedowns, in each case, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the such rights, in each such case, a “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total LimitDemand”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that which is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a Talkspace Holder (any of the Holders Sponsor or the Sponsora Talkspace Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated aggregate offering price reasonably expected to exceedprice, in the aggregatenet of underwriting discounts and commissions, of at least $25 50.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, a Talkspace Holder may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following Subject to Section 3.4, following the expiration of the applicable Lock-Up Period, at any time and from time to time when an effective Shelf is on file with the Commission, any an AMCI Holder or the Sponsor a Key Holder (any of the Holders an AMCI Holder or the Sponsora Key Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to such Shelf, including a Block Trade or Other Coordinated Offering, but only to the Shelf extent such Block Trade or Other Coordinated Offering qualifies as an Underwritten Offering (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated aggregate offering price reasonably expected to exceedprice, in the aggregatenet of underwriting discounts and commissions, of at least $25 million 80,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company initial Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Promptly (but in any event within 10 days) after receipt of a request for an Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders of Registrable Securities and, subject to the provisions of Section 2.1.5, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five business days after sending such notice to Holders, collectivelyor, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)case of a Block Trade or Other Coordinated Offering, as provided in Section 2.4. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a on Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, any Holder one or the Sponsor more Holders (any of the Holders or the Sponsorbeing, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $25 10.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Promptly (but in any event within five (5) days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. The Company shall have the right to select the Underwriters underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Holders may each collectively demand no more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i2(a)(iv) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Shelf Takedown Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering Shelf Takedown pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) Investor may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (including piggyback shares and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25 100 million or (the “Minimum Takedown Threshold”)y) all remaining Registrable Securities. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which Company (the “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Investor shall have the right to select the Underwriters for such investment banker(s) and manager(s) to administer the offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The HoldersNotwithstanding the forgoing and subject to Section 2(g) hereof, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Investor shall be entitled to effectuate no more than four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder Wentworth Holders holding a Demanding Percentage or Sponsor Holders holding a Demanding Percentage (in each such case, the Sponsor (any of the Holders or the Sponsor, a “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 100 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify specifying the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4(d), the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s Holders’ prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Sponsor Holders may demand not more than one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns Takedown pursuant to this Section 2.1.5 (i) 2.1(d); provided, however, that if the amount of Registrable Securities that the Sponsor Holders demanded to register is reduced by Registrable Securities included pursuant to Section 2.2, the demand shall not more than two times in any 12-month period (count against the “Yearly Limit”) and (ii) not more than five times in number of Underwritten Shelf Takedowns that the aggregate (the “Total Limit”)Sponsor Holders may demand. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Otonomo Equityholder or SPAC Holder or the Sponsor (any of the Holders Otonomo Equityholders or the SponsorSPAC Holders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price reasonably expected to exceed, in the aggregate, $25 million or all of such Demanding Holders remaining Registrable Securities (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.4.4, the Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Otonomo Equityholders may each collectively demand not more than four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) and SPAC Holders may collectively demand not more than two times (2) Underwritten Shelf Takedowns; provided, however, that the Otonomo Equityholders and the SPAC Holders may not collectively demand more than two (2) Underwritten Shelf Takedowns in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder the Sponsor Majority Holders or the Sponsor Nuvini Majority Holders (any of the Sponsor Majority Holders or the SponsorNuvini Majority Holders being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company New PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated aggregate offering price reasonably expected to exceedprice, in the aggregatenet of underwriting discounts and commissions, of at least $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyNew PubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.4.4, New PubCo shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Sponsor Majority Holders may demand not more than one hand, (1) Underwritten Shelf Takedown and the Sponsor, on the other hand, Nuvini Majority Holders may each demand not more than two (2) Underwritten Shelf Takedowns Takedowns, in each case, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company New PubCo may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder GCM Equityholder or the Sponsor (any of the Holders GCM Equityholders or the SponsorSponsor being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelyGCM Equityholders, on the one hand, and the Sponsor, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder the Sponsor, a Zanite Insider or the Sponsor EAH (any of the Holders Sponsor, a Zanite Insider or the SponsorEAH being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, net of underwriting discounts and commissions, in the aggregate, $25 100 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Zanite Insiders and EAH may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 in any twelve (i12) month period, for an aggregate of not more than two times six (6) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect effectuate any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time after the expiration of any Lock-up Period to which the Holder’s shares are subject, if any, and when an effective Shelf is on file with the Commission, any the Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) may request to sell all or any portion of its his Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown only if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding HoldersPermitted Transferees, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”)million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the managing Underwriter or Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Holder may demand not more than one hand, and the Sponsor, on the other hand, may each demand (1) Underwritten Shelf Takedowns Takedown, pursuant to this Section 2.1.5 (i) not more than two times 2.1(d), in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder CORE Investor or the any Sponsor Investor (any of the Holders or the Sponsorsuch Investors being, in such case, a “Demanding HolderInvestor”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Investor with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Demanding Investor initiating the request shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The HoldersNotwithstanding anything to the contrary in this Section 2.1.4 and this Agreement, collectively, on there shall be no limit to the one hand, and the Sponsor, on the other hand, may each demand number of Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in that may be requested by any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)Demanding Investor. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any of the Holders or the Sponsorin such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price reasonably expected to exceed, in the aggregate, $25 30 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Sponsor may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the Commission, any SLL Investor Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25 10.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company SLL Investor Holders representing a majority in interest of the Registrable Securities participating in such offering shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, SLL Investor Holders may each collectively demand three Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12365-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringday period.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, or a Target Holder or the Sponsor (any of the Holders Sponsor or the Sponsora Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, of at least $10 million in the aggregate, $25 million aggregate (the “Minimum Takedown Threshold”); provided that, with respect to all remaining Registrable Securities held by the Demanding Holder no Minimum Takedown Threshold shall apply. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.4.4, a majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, Target Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 within any six (i6) month period. For the avoidance of doubt, the Company shall not be required to effect an aggregate of more than two times four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, or a Target Holder or the Sponsor (any of the Holders Sponsor or the Sponsora Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, of at least $10.0 million in the aggregate, $25 million aggregate (the “Minimum Takedown Threshold”); provided that, with respect to all remaining Registrable Securities held by the Demanding Holder no Minimum Takedown Threshold shall apply. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 2.4.4, a majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, Target Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 within any six (i6) month period. For the avoidance of doubt, the Company shall not be required to effect an aggregate of more than two times four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Innovid Equityholder or SPAC Holder or the Sponsor (any of the Holders Innovid Equityholders or the SponsorSPAC Holders being, in such case, individually, jointly or collectively, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering Other Coordinated Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually individually, jointly or together with other Demanding Holderscollectively, with a total offering price reasonably expected to exceed, in the aggregate, $25 100.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally internationally recognized investment banks), subject to the initial Demanding Holder’s or Holders’ prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on Innovid Equityholders or the one hand, and the Sponsor, on the other hand, SPAC Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any 12-month period (period, provided, however, that this number of offerings may be increased by the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)decision of an Independent Committee. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a Boxed Holder (any of the Holders or the Sponsorin such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price an anticipated gross proceeds reasonably expected to exceed, in the aggregate, at least $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the Sponsor may demand not more than one hand, (1) Underwritten Shelf Takedown and the Sponsor, on the other hand, Boxed Holders may each demand not more than one (1) Underwritten Shelf Takedowns Takedown, in each case, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the such rights, in each such case, a “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total LimitDemand”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.04, at any time and from time to time when an effective Shelf is on file with the Commission, Sponsor and any Holder or the Sponsor H.I.G. Investor, (any of the Holders or the Sponsor, being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million 50 million, or (y) all remaining Registrable Securities held by the Demanding Holder ((x) or (y), as applicable, the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company initial Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, any H.I.G. Investor may each demand not more than one (1) Underwritten Shelf Takedowns Takedown pursuant to this Section 2.1.5 (i2.01(c) not more than two times in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time during an Unrestricted Period when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a PlayStudios Holder (any of the Holders Sponsor or the Sponsora PlayStudios Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if (i) such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, a PlayStudios Holder may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.3 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor Holdco or a Tempo Holder (any of the Holders Sponsor Holdco or the Sponsora Tempo Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelySponsor Holdco, on the one hand, and the SponsorTempo Holders, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf Registration is on file with the Commission, any Holder one or the Sponsor (any more of the Holders (such Holder or the SponsorHolders being in such case, a “Demanding HolderHolders”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf Registration (each, an “Underwritten Shelf Takedown”); provided provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holders with a total offering price reasonably expected to exceed, in the aggregate, $25 million 50,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold by the Demanding Holders in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s Holders’ prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Holders may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times (2) Underwritten Shelf Takedowns in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringperiod.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, an Investor Stockholder or a ProKidney Holder or the Sponsor (any of the Holders Sponsor, an Investor Stockholder or the Sponsora ProKidney Holder being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right Subject to select Section 2.4.4, the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks)) shall be selected by the majority-in-interest of the Demanding Holders, subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, an Investor Stockholder and a ProKidney Holder may each demand not more than (i) one (1) Underwritten Shelf Takedown pursuant to this Section 2.1.4 within any six (6) month period or (ii) two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 5(c), at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, any Holder or Subscriber and, pursuant to corresponding rights under the Sponsor Other Subscription Agreements with Eligible Subscribers (any of as defined below) (the Holders or “Other Eligible Subscription Agreements”), the SponsorEligible Subscribers party to such Other Eligible Subscription Agreements (collectively with Subscriber, the “Eligible Subscriber Holders”), may request (the requesting Eligible Subscriber Holder, as applicable, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities (as defined below) in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company Issuer shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) Registrable Securities proposed to be sold by the Demanding HolderSubscriber, either individually or together with other Demanding HoldersHolder(s), with a total offering price reasonably expected to exceed, in the aggregate, $25 million 100 million, or (y) all remaining Registrable Securities held by such Demanding Holder ((x) or (y), as applicable, the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyIssuer, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to Section 5(a)(iv), the Demanding Holder(s) shall have the right to select the Underwriters underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderIssuer’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on Eligible Subscriber Holder(s) in the one hand, and the Sponsor, on the other hand, aggregate may each demand no more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i5(a)(i) not more than two times in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringperiod.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed). The Subject to Section 2.4.6, each of (i) the Sponsor Holders, collectively and (ii) the USARE Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 (ix) not more than two (2) times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, an Investor Holder or the Sponsor a Greenfire Holder (any of the Holders Sponsor, an Investor Holder or the Sponsora Greenfire Holder being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, (x) $25 10.0 million or (y) all remaining Registrable Securities held by the Demanding Holder (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right Subject to select Section 2.4.4, the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks) shall be selected by the majority-in-interest of the Demanding Holders on an as-converted basis (including any Underlying Common Shares), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, an Investor Holder and a Greenfire Holder may each demand not more than (i) one (1) Underwritten Shelf Takedown pursuant to this Section 2.1.4 within any six (6)-month period or (ii) two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 in any twelve (i) 12)-month period; provided, however, that Company shall not be required to effect an aggregate of more than two times four Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any 12-month period twelve (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)12)-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor Holdco or an Nuvation Holder (any of the Holders Sponsor Holdco or the Sponsoran Nuvation Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor Holdco and the Sponsor, on the other hand, any Nuvation Holder may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times subsection 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, or a majority-in-interest of the Target Holder or the Sponsor (any of the Holders Sponsor or the Sponsora Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, of at least $30 million in the aggregate, $25 million aggregate (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor may demand not more than two (2) Underwritten Shelf Takedown and the Sponsor, on the other hand, Target Holders may each not demand more than three (3) Underwritten Shelf Takedowns Takedowns, in each case, pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, a Sponsor Member, an Investor Stockholder or a Target Holder or the Sponsor (any of the Holders Sponsor, a Sponsor Member, an Investor Stockholder or the Sponsora Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The HoldersSponsor, collectivelythe Sponsor Members, on the one hand, Investor Stockholders and the Sponsor, on the other hand, Target Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 in any twelve (i12) month period, for an aggregate of not more than two times six (6) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder one or the Sponsor more Holder(s) (any of the Holders or the Sponsorsuch Holder(s) being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right Subject to select Section 2.4.4, the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks)) shall be selected by the majority-in-interest of the Demanding Holders, subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the No Holder may demand more than (i) one hand, and the Sponsor, on the other hand, may each demand (1) Underwritten Shelf Takedown pursuant to this Section 2.1.3 within any six (6) month period or (ii) two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.3 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or (a) a majority-in-interest of the Sponsor Holders (the “Demanding Sponsor Holders”) or (b) any individual Corcentric Holder (the “Demanding Corcentric Holder”) (any of the Demanding Sponsor Holders or the Sponsorsuch Demanding Corcentric Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 30 million or all of such Demanding Holders’ remaining Registrable Securities (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the right to select Company with the managing Underwriter or Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject ) selected by the Demanding Holder after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed)disposition of such Registrable Securities. The Holders, collectively, on the one hand, Demanding Sponsor Holders and the Sponsor, on the other hand, Demanding Corcentric Holder may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a Target Holder (any of the Holders Sponsor or the Sponsora Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceedof at least, in the aggregate, $25 50.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, Target Holders may each demand not more than (i) one (1) Underwritten Shelf Takedown pursuant to this Section 2.1.4 within any six (6) month period or (ii) two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the Commission, any Holder Topco or the Sponsor (any of the Holders or the Sponsorin such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price (including piggyback securities and before underwriting discounts) reasonably expected to exceed, in the aggregate, $25 million 50,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Holders that requested such Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelyTopco, on the one hand, and the Sponsor, on the other hand, may each demand not more than three (3) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.3 in any 12-twelve-(12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following Subject to Section 3.4, following the expiration of the applicable Lock-Up Period, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a Ginkgo Holder (any of the Holders Sponsor or the Sponsora Ginkgo Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated aggregate offering price reasonably expected to exceedprice, in the aggregatenet of underwriting discounts and commissions, of at least $25 100 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, any Holder or the Sponsor (any of the Special Holders or the Sponsor, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25 10 million (the “Minimum Takedown Threshold”)) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.3. The Company Special Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the initial Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Special Holder or any Transferee thereof request an Underwritten Shelf Takedown during the Company Lock-Up Period applicable to such Person. There shall be no limit to the number of Underwritten Shelf Takedowns that may effect be requested by any Underwritten Offering pursuant Special Holder, subject to any then-effective Registration Statement, including a Form S-3, that is then available for such offeringthe proviso in the first sentence of this Section 3.1(c).

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.5, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a Xos Holder (any of the Holders Sponsor or the Sponsora Xos Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 75 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, Sponsor and the Sponsor, on the other hand, a Xos Holder may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 in any twelve (i12) month period (and not more than two times in any 12-month period four (the “Yearly Limit”4) and (ii) not more than five times Underwritten Shelf Takedowns for all Holders in the aggregate (the “Total Limit”aggregate). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, any Holder one or the Sponsor more Holders (any of the Holders or the Sponsorbeing, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $25 35.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Promptly (but in any event within ten (10) days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. The Company shall have the right to select the Underwriters underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Holders may each collectively demand up to four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2(a)(iv) (ithe “Shelf Takedown Limit”) not and the Holders may collectively demand no more than two times (2) Underwritten Shelf Takedowns pursuant to this Section 2(a)(iv) in any 12-month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering Shelf Takedown pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder or the Sponsor or a Cheche Holder (any of the Holders Sponsor or the Sponsora Cheche Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, at least $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor and the Cheche Holders, collectively, on in the one hand, and the Sponsor, on the other handaggregate, may each demand not more than three (3) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) Agreement. The Company shall not be required to effect more than two times one (1) Underwritten Shelf Takedown during in any 12-six (6) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3F-3, that is then available for such offering. Except as otherwise provided in Section 2.1.6, a Registration will not count as an Underwritten Takedown until the Registration Statement filed with the Commission with respect to such Underwritten Takedown has been declared effective and the Company has complied with all of its obligations under this Agreement in all material respects with respect to such Underwritten Takedown; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to such Underwritten Takedown is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Underwritten Takedown will be deemed not to have been declared effective, unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the majority-in-interest of the Demanding Holders, thereafter elects to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until the Registration Statement that has been previously filed with respect to such Registration becomes effective or is subsequently terminated.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at At any time and from time to time when an effective Shelf is on file with the Commission, any Holder or a majority-in interest of the Sponsor Equityholders or a majority-in-interest of the RMC Legacy Equityholders (any of the Holders or the Sponsorsuch Equityholder being, in such case, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding HolderHolder(s), either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf TakedownOffering. The Subject to Section 2.3.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectivelyLegacy RMC Equityholders, on the one hand, and the SponsorSponsor Equityholders, on the other hand, may each demand not more than three (3) Underwritten Shelf Takedowns Offerings pursuant to this Section 2.1.5 (i) not more than two times 2.1.3 in any 12-month period period; and notwithstanding the provisions set forth herein, the right to an Underwritten Shelf Takedown under this Section 2.1.3 with respect to the Registrable Securities held by Kingswood may only be exercised one (1) time and shall terminate on the “Yearly Limit”) and fifth anniversary of the effective date of the Company’s Form S-1 Registration Statement (ii) not more than five times in the aggregate (the “Total Limit”file no. 333-252751). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, an Investor Stockholder or a Target Holder or the Sponsor (any of the Holders Sponsor, an Investor Stockholder or the Sponsora Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) with a total offering price reasonably expected to exceed, in the aggregate, $25 62.5 million or (y) that constitute all of the remaining Registrable Securities held by the Demanding Holder ((x) or (y), as applicable, the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The HoldersSponsor, collectively, on the one hand, Investor Stockholders and the Sponsor, on the other hand, Target Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 2.1.4 in any twelve (i12) month period, for an aggregate of not more than two times six (6) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up PeriodSubject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any the Sponsor, the Investor Stockholder or a Hippo Holder or the Sponsor (any of the Holders Sponsor, the Investor Stockholder or the Sponsora Hippo Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf Shelf, including a Block Trade or an Other Coordinated Offering (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 100 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the other hand, Investor Stockholder and a Hippo Holder may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times 2.1.4 in any twelve (12-) month period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”)period. Notwithstanding anything to the contrary in this Agreement, the Company may effect effectuate any Underwritten Offering pursuant to any then-then effective Registration Statement, including a Form S-3, that is then available for such offering. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings with the managing Underwriter or Underwriters and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Offering contemplated by this Section 2.1.4, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities.