Common use of Requests for Underwritten Shelf Takedowns Clause in Contracts

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). (ii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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 Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject At any time and from time to time, the requirements set forth in Section 3.1(d)(iv)Sponsor and any Pre-Closing Holder Requesting Stockholder and, at any time and from time to time after the Searchlight Shelf has become or been declared effective by the SECCommission, any Holder or Holders (such Holders collectivelySearchlight, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). , provided that PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (iix) securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, (1) in the case of the Sponsor or any Pre-Closing Holder Requesting Stockholder, $25,000,000 or (2) in the case of Searchlight, $5,000,000, or (y) all remaining Registrable Securities held by the requesting Holder (the “Minimum Takedown Threshold”) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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 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), subject to PubCo’s prior approval which shall not be unreasonably withheld, conditioned or delayed. The Sponsor may demand four Underwritten Shelf Takedowns each fiscal year, Searchlight may demand four Underwritten Shelf Takedowns each fiscal year and the Pre-Closing Holder Requesting Stockholders (on a collective basis) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreementmay demand four Underwritten Shelf Takedowns each fiscal year; provided, in that no event shall any Holder or any Transferee thereof be entitled to request demand for an Underwritten Shelf Takedown (and PubCo shall not may be obligated made prior to consummate any 45 days following the consummation of another Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such PersonTakedown. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SECCommission, the Sponsor or any Holder or Holders (such Holders collectively, a “Demanding Holder”) Pre-Closing Requesting Stockholder may request to sell all or any portion of its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (iix) securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25,000,000 million or (y) all remaining Registrable Securities held by the requesting Holder (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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 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), subject to PubCo’s prior approval which shall not be unreasonably withheld, conditioned or delayed. The Sponsor may demand four Underwritten Shelf Takedowns each fiscal year and the Pre-Closing Holder Requesting Stockholders (on a collective basis) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreementmay demand four Underwritten Shelf Takedowns each fiscal year; provided, in that no event shall any Holder or any Transferee thereof be entitled to request demand for an Underwritten Shelf Takedown (and PubCo shall not may be obligated made prior to consummate any 45 days following the consummation of another Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such PersonTakedown. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Special Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in the aggregate, $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 PubCo, 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; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. The 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, 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 Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo . There shall only be obligated no limit to effect an the number of Underwritten Shelf Takedown if such offering (A) Takedowns that may be requested by any Special Holder, subject to the proviso in the first sentence of this Section 3.1(c). For the avoidance of doubt, Underwritten Shelf Takedowns shall include securities with a total offering price underwritten block trades; provided that other Special Holders, Significant Co-Investors and Restricted Holders of Registrable Securities shall have to exercise any piggy-back rights, subject in all cases, to Article IV (including piggyback securities and before deduction pro rata based on the respective then-ownership of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of each such Holder) on any such block trade no later than twenty four (24) hours following receipt of any written notice regarding such block trade, which notice shall contain a summary of all material terms of such block trade, to the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)extent then known.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.04, at any time and from time to time after when an effective Shelf is on file with the Shelf has become or been declared effective by the SECCommission, Sponsor, any other Existing Holder or Holders and any New Holder (any such Holders collectively, Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an 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, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 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), subject to the Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) will be determined by PubCo. Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (iii12) month period. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate the Company may effect any Underwritten Shelf Takedown with respect Offering pursuant to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to then effective Registration Statement, including a Form S-3, that is then available for such Personoffering. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Holders (such Holders collectively, of a “Demanding Holder”) majority-in-interest of the then outstanding number of Registrable Securities held by the AutoLotto Stockholders may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering 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 (i) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $15 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 PubCothe Company, 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 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by PubCo. (iii) subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. . The Company shall, within five (iv5) PubCo shall only be obligated to effect Business Days of the Company’s receipt of a request for an Underwritten Shelf Takedown if from a Demanding Holder, notify, in writing, all other Holders of Registrable Securities of such offering request, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Demanding Holder’s request (Aeach such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceedso notify the Company, in writing, within five (5) calendar days after the aggregatereceipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, $200 million (which to be deemed timely hereunder shall include all information reasonably requested by the “Minimum Takedown Threshold”Company from such Requesting Holder(s) or (Bwith respect to such Registration, including but not limited to the maximum number of Registrable Securities intended to be disposed of by such Holder, such Requesting Holder(s) shall be made entitled to have their Registrable Securities included in a Registration pursuant to a Demand Holder’s request and the Company shall use its reasonable best efforts to effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demanding Holder’s request, in each case, subject to subsection 3.1(d) below. The Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of two (2) Underwritten Shelf Takedown pursuant to this subsection 3.1(c) with respect to any or all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)in any twelve (12) month period.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the so long as there is an effective Shelf has become or been declared effective by on file with the SEC, any Holder or the Special Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering 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 (iii) shall include securities with a total offering price (including securities to be sold pursuant to Section 2.2 hereof) and before deduction of underwriting discount) reasonably expected to exceed, in the aggregate, $10.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute material non-public information. The 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by PubCo. (iii) subject to the consent of the Company, 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 be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. . The Special Holders, collectively, may demand not more than two (iv2) PubCo shall only be obligated Underwritten Shelf Takedowns per twelve (12) month period. 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. The Special Holders hereby agree that all rights to participate in an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction will be subject to Section 2.6. For the avoidance of underwriting discounts) reasonably expected to exceeddoubt, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)shall include underwritten block trades.

Requests for Underwritten Shelf Takedowns. (i) Subject to Following the requirements set forth in Section 3.1(d)(iv)expiration of the Founder Shares Lock-up Period, the BVF Lock-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 after when an effective Shelf is on file with the Shelf has become or been declared effective by the SECCommission, any Holder New Holder, Existing Holder, BVF or Holders the Sponsor, or any combination thereof (any of the New Holders, Existing Holders, BVF or the Sponsor making such Holders collectivelydemand, 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 (iia) 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”) 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 PubCothe Company, 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 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) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown prior approval by the Demanding Holder(s) (and PubCo which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during delayed). The New Holders and BVF, collectively, on the Lock-Up Period with respect to one hand, and the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities Existing Holders and before deduction of underwriting discounts) reasonably expected to exceedthe Sponsor, in collectively, on the aggregateother hand, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may each demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d2.1.4 (i) not more than three 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, which is then available for such offering.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, a majority-in-interest of the Founder Holders and any Holder or Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities may request (such Holders collectivelyrequesting Holders, a the “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in the aggregate, $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 PubCo, 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; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and during the Lock-Up Period applicable to such Person. There shall be no limit to the number of Underwritten Shelf Takedowns that may be requested by any Holder, subject to the first sentence of this Section 3.1(c); provided that PubCo shall not be obligated to consummate effect, or to take any action to effect, any Underwritten Shelf Takedown otherwise permitted pursuant to this Section 3.1(c) if PubCo has already effected an Underwritten Shelf Takedown in the preceding six (6) month period; provided, further, under no circumstances shall PubCo be obligated to effect more than an aggregate of three (3) Registrations pursuant to an Underwritten Shelf Takedown under this subsection 3.1(c) with respect to any Holder or all Registrable Securities held by the Founder Holders (or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to of their Permitted Transferees), except that a Registration shall not be counted for such Person. (iv) PubCo shall only be obligated to effect an Underwritten purposes unless a Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities has become effective and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of requested by the Demanding Holder. Holders may demand no more than three who are Founder Holders to be registered in such Underwritten Shelf Takedowns pursuant to Takedown have been sold, in accordance with this Section 3.1(d).3.1 of this Investor Rights Agreement..

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.4, at any time and from time to time after the expiration of any Lock-Up Period to which a Holder’s shares are subject and when an effective Shelf has become is on file with the Commission, one or been declared effective by more SPAC Holders or one or more Above Food Holders, or their respective Permitted Transferee (any of the SEC, any Holder SPAC Holders or Above Food Holders (or respective Permitted Transferees being in such Holders collectivelycase, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an 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, with an aggregate offering price, net of underwriting discounts and commissions, reasonably expected to exceed at least $50 million (ii) the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least 48 hours prior to the public announcement of the Underwritten Shelf Takedown (a “Shelf Takedown Notice”), which notice 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 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 or regionally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor and other SPAC Holders (and their respective Permitted Transferees), as a group, may demand not more than one (1) will be determined by PubCo. Underwritten Shelf Takedown and the Above Food Holders (iiiand their Permitted Transferees), as a group, may demand not more than three (3) Underwritten Shelf Takedowns, in each case, pursuant to this Section 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary contained in this Agreement, the Company may consummate an Underwritten Offering pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering. Notwithstanding anything to the contrary in no event shall any Holder or any Transferee thereof be entitled to request this Agreement, EarlyBird may demand an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)2.1.4 in only one (1) occasion and only during the period commencing on the date of this Agreement and ending on February 11, 2026, and, thereafter, will no longer have any rights under this Section 2.1.4.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.4, at any time and from time to time after the expiration of any Lock-Up Period to which a Holder’s shares are subject and when an effective Shelf has become is on file with the Commission, one or been declared effective by the SEC, any Holder or more Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an 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 Shelf Requesting Holder, either individually or together with other Shelf Requesting Holders, with an aggregate offering price, net of underwriting discounts and commissions, reasonably expected to exceed at least $50 million (ii) the “Minimum Amount”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least ten (10) business days prior to the public announcement of the Underwritten Shelf Takedown (a “Shelf Takedown Notice”), which notice 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 Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Underwritten Shelf Takedown (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown, a “Shelf Requesting Holder”) shall so notify the Company of its intent to participate in such Underwritten Shelf Takedown, in writing, within three (3) business days after the receipt by such Holder of the Company Shelf Takedown Notice. Upon receipt by the Company of any such written notification from a Shelf Requesting Holder to the Company, subject to the provisions of Section 2.1.5, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities of such Shelf Requesting Holder. 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 or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten initial Shelf Takedown Requesting Holder’s prior approval (and PubCo which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holderdelayed). The Holders may collectively demand no not more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d2.1.4 in any 12-month period (the “Registration Cap”). Notwithstanding anything to the contrary in this Agreement, the Company may consummate an Underwritten Offering pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf Registration Statement has become or been declared effective by the SECCommission, any Holder or the Required Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). (ii) , provided that the net proceeds to be received by Holders in connection with such Public Offering will be reasonably expected to exceed $25 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, which notice the Company (a “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. Within five (5) Business Days after receipt of any Demand Shelf Takedown and Notice, the expected price range Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (net a “Company Shelf Takedown Notice”) and, subject to the provisions of underwriting discounts and commissionsSection 3(d) of below, shall include in such Underwritten Shelf Takedown. The Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown all Registrable Securities with respect to any Holder or any Transferee thereofwhich the Company has received written requests for inclusion therein within ten (10) during Business Days after sending the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Company Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Notice.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.04, at any time and from time to time after when an effective Shelf is on file with the Shelf has become or been declared effective by the SECCommission, Sponsor, any other Existing Holder or Holders and any New Holder (any such Holders collectively, Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an 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, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least five (5) business days (or ten (10) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 initial Demanding Holder 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), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) will be determined by PubCo. Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (iii12) month period. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate the Company may effect any Underwritten Shelf Takedown with respect Offering pursuant to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to then effective Registration Statement, including a Form S-3, that is then available for such Personoffering. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the relevant Shelf has become or been declared effective by the SEC, any Holder or the Special Holders may request (such Holders collectivelyeach, a “Demanding HolderShelf Takedown Request”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (iiexclusive of piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $30.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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, provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information. The 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreementherein, in no event shall any Special Holder or any Transferee thereof be entitled to 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 Section 4.1(c) and provided, further, that, PubCo shall not be obligated to consummate any effect more than one (1) Underwritten Shelf Takedown with respect to in any Holder or any Transferee thereof) during the Locksix-Up Period with respect to the Lock-Up Shares applicable to such Personmonth period. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Special Holders may request (such Holders collectivelyeach, a “Demanding HolderShelf Takedown Request”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include securities with a total offering price (exclusive of piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $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 PubCo, 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, provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 3.3. The 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreementherein, 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 Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect Period. There shall be no limit to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction number of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant that may be requested by any Special Holder, subject to the proviso in the first sentence of this Section 3.1(d4.1(c).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.4, at any time and from time to time after when an effective Shelf is on file with the Commission, the Sponsor, an Investor Stockholder, a Starr Holder (on behalf of itself and all other Starr Holders that desire to participate in the Underwritten Shelf has become Takedown, Block Trade or been declared effective by Other Coordinated Offering, as applicable) or a Target Holder (any of the SECSponsor, any an Investor Stockholder, a Starr Holder (on behalf of itself and all other Starr Holders that desire to participate in the Underwritten Shelf Takedown, Block Trade or Holders (Other Coordinated Offering, as applicable) or a Target Holder being in such Holders collectivelycase, a “Demanding Holder”; if the Demanding Holder is a Starr Holder, then the Registrable Securities proposed or requested to be sold by the Demanding Holder for purposes of calculating the Minimum Takedown Threshold or other applicable total offering price threshold in the Underwritten Shelf Takedown, Block Trade or Other Coordinated Offering, as applicable, shall include (x) the Registrable Securities proposed or requested to be sold by the Demanding Holder in the Underwritten Shelf Takedown, Block Trade or Other Coordinated Offering, as applicable, and (y) the Registrable Securities proposed or requested to be sold by all other Starr Holders in the Underwritten Shelf Takedown, Block Trade or Other Coordinated Offering, as applicable) may request to sell all or any portion of its Registrable Securities in an 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, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (ii) the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 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 or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown initial Demanding Holder’s prior approval (and PubCo which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during delayed). The Sponsor, the Lock-Up Period with respect to Investor Stockholders, the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities Starr Holders and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Target Holders may each demand no not more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)2.1.4, for an aggregate of not more than eight (8) Underwritten Shelf Takedowns pursuant to this Agreement, and the Company is not obligated to effect (x) more than four (4) Underwritten Shelf Takedowns per year (provided, that, the Sponsor, the Investor Stockholders, the Starr Holders and the Target Holders may each demand not more than one (1) Underwritten Shelf Takedown per year) or (y) an Underwritten Shelf Takedown within sixty (60) days after the 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 effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or Holders (such Holders collectivelythe Holders, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in the aggregate, $20,000,000 (the “Minimum Takedown Threshold”) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder and provided further that, PubCo shall not be obligated to effect more than three (3) Underwritten Shelf Takedowns in any twelve (12) month period. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 4.14. PubCo shall give written notice of such request to all Holders of Registrable Securities promptly (but in any event within five (5) Business Days after receipt of such request for an Underwritten Shelf Takedown) and shall include in any Underwritten Shelf Takedown the securities request to be included by any holder at least 48 hours prior to public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such Holder included herein. The Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) holding a majority in interest of the Registrable Securities to be registered pursuant to 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) . There shall be made with respect no limit to all the number of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant that may be requested by any Holder, subject to the proviso in the first sentence of this Section 3.1(d2.1(c).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Special Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include securities with a total offering price (exclusive of piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $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 PubCo, 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, provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.4. The 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, 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 Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect Period. There shall be no limit to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction number of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant that may be requested by any Special Holder, subject to the proviso in the first sentence of this Section 3.1(d3.1(c).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (iiincluding piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $30 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. The PubCo shall give written notice of such request to all Holders of Registrable Securities promptly (but in any even within five business days after receipt of such request for an Underwritten Shelf Takedown) and 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 piggyback registration rights of such Holder (including those set forth herein).The 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) . There shall be made with respect no limit to all the number of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant that may be requested by any Holder, subject to the proviso in the first sentence of this Section 3.1(d3.1(c).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Special Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in 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. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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; 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 Entity. The 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Registration Rights Agreement, 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 Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. The Special Holders may each demand no not more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d2.1(c) in any twelve (12) month period, subject to the proviso in the first sentence of this Section 2.1(c). For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades; provided that other Special Holders with Registrable Securities shall have to exercise any piggy-back rights on any such block trade no later than twenty four (24) hours following receipt of any written notice regarding such block trade, which notice shall contain a summary of all material terms of such block trade, to the extent then known.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that Parent 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, in the aggregate, $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 PubCoParent, 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 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by PubCo. (iii) subject to the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo . There shall only be obligated no limit to effect an the number of Underwritten Shelf Takedown if such offering (A) Takedowns that may be requested by any Holder, subject to the proviso in the first sentence of this Section 2.1(c). For the avoidance of doubt, Underwritten Shelf Takedowns shall include securities with a total offering price underwritten block trades; provided that other Holders of Registrable Securities shall have to exercise any piggy-back rights, subject in all cases, to Article III (including piggyback securities and before deduction pro rata based on the respective then-ownership of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of each such Holder) on any such block trade no later than twenty four (24) hours following receipt of any written notice regarding such block trade, which notice shall contain a summary of all material terms of such block trade, to the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)extent then known.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after when an effective Shelf is on file with the Shelf has become or been declared effective by the SECCommission, any Holder one or Holders more Legacy SmartRent Equityholders or one or more Sponsor Equityholders (any of the Legacy SmartRent Equityholders or the Sponsor Equityholders being, in such Holders collectivelycase, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten 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 Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, fifty million dollars (ii$50,000,000) (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range Takedown. Promptly (net but in any event within ten (10) days) after receipt of underwriting discounts and commissions) of such a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. 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 or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown initial Demanding Holder’s prior approval (and PubCo which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during delayed). The Legacy SmartRent Equityholders, on the Lock-Up Period with respect to one hand, and the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceedSponsor Equityholders, in on the aggregateother hand, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may each demand no not more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)2.1(d) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Shelf Takedown pursuant to any then effective Registration Statement, including the Form S-3 Shelf, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or Holders (such Holders collectivelythe Holders, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in the aggregate, $25,000,000 (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 PubCo, 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; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 4.14. The Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) holding a majority in interest of the Registrable Securities to be registered pursuant to 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an . No Holder may request any Underwritten Shelf Takedown if such offering more than two (A2) shall include securities with a total offering price times in any twelve (including piggyback securities and before deduction of underwriting discounts12) reasonably expected month period, subject to exceed, the proviso in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all first sentence of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d2.1(c).

Requests for Underwritten Shelf Takedowns. All requests for Shelf Takedowns that the Shareholder elects to take the form of an underwritten offering (ifor the avoidance of doubt, whether conducted on a firm commitment or “best efforts” basis and whether or not marketed) Subject to the requirements set forth in Section 3.1(d)(iv), at any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). (ii) All requests for Underwritten Shelf Takedowns , shall be made by giving written notice to PubCo, which notice the Company (the “Underwritten Shelf Takedown Notice”) not later than ten (10) Business Days prior to the proposed effective date of the Underwritten Shelf Takedown. Each Underwritten Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown, the Shareholder’s proposed timing for such Underwritten Shelf Takedown and, to the extent practicable and applicable, the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Underwriters for Shareholder shall have the right to select the investment banker(s) and manager(s) to administer the offering, provided such offering (which shall consist of one investment banker(s) and manager(s) are reasonably approved by the Company, such approval not to be unreasonably withheld, conditioned or more reputable nationally delayed. Notwithstanding the information contained in any Underwritten Shelf Takedown Notice, all determinations as to whether to commence or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything complete any Underwritten Shelf Takedown and as to the contrary contained timing, manner, price and other terms of any Underwritten Shelf Takedown shall be at the sole discretion of the Shareholder, subject, in each case, to the terms and conditions of this Agreement, in no event including without limitation Section 1(h). Notwithstanding the foregoing, without limiting any of the Company’s obligations under Section 1(c) (including, for the avoidance of doubt, with respect to so-called “bring-down”-related requests from the applicable Underwriter), the Shareholder shall any Holder or any Transferee thereof be entitled to request effectuate no more than three (3) Underwritten Shelf Takedowns in any twelve (12)-month period pursuant to this Agreement. For the avoidance of doubt, an Underwritten Shelf Takedown (and PubCo withdrawn at any time before the filing of the applicable Prospectus or Prospectus supplement shall not be obligated to consummate any constitute an effectuated Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such PersonTakedown. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to Section 3.4, following the requirements set forth in Section 3.1(d)(iv)expiration of the applicable Lock-Up Period, at any time the Sponsor and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or Significant Company Holders (such Holders collectivelyeach, a “Demanding Takedown Requesting Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). (ii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, which notice shall specify ; provided that 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 Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback piggy-back securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million 10,000,000, and the Company is eligible to use the Registration Statement for such Underwritten Shelf Takedown. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown (the “Minimum Takedown ThresholdRequest Notice”). The Takedown Request Notice shall specify the approximate number of Registrable Securities to be sold in the Underwritten Shelf Takedown. Within five (5) calendar days after receipt of any Takedown Request Notice, the Company shall give written notice of the requested Underwritten Shelf Takedown (the “Takedown Offer Notice”) or (B) to all other Holders and, subject to the provisions of Section 2.2.4 hereof, shall be made include in the Underwritten Shelf Takedown all Registrable Securities with respect to all which the Company has received written requests for inclusion therein within three (3) calendar days after sending the Takedown Offer Notice, pursuant to written contractual piggy-back registration rights of such holder (including to those set forth herein). The Sponsor shall have the Registrable Securities right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding HolderCompany’s prior approval which shall not be unreasonably withheld, conditioned or delayed. The Sponsor and the Significant Company Holders may demand no not more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)2.2.3 in any six (6)-month period. 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, subject to the provisions of Section 2.1.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after when an effective Shelf is on file with the Shelf has become or been declared effective by the SECCommission, any Holder one or Holders more Legacy SmartRent Equityholders or one or more Sponsor Equityholders (any of the Legacy SmartRent Equityholders or the Sponsor Equityholders being, in such Holders collectivelycase, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten 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 Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, fifty million dollars (ii$50,000,000) (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range Takedown. Promptly (net but in any event within ten (10) days) after receipt of underwriting discounts and commissions) of such a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. 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 or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown initial Demanding Holder’s prior approval (and PubCo which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during delayed). The Legacy SmartRent Equityholders, on the Lock-Up Period with respect to one hand, and the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceedSponsor Equityholders, in on the aggregateother hand, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may each demand no not more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)2.1(d) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Shelf Takedown pursuant to any then effective Registration Statement, including the Form S-3 Shelf, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SECCommission, the Sponsor or any Holder or Holders (such Holders collectively, a “Demanding Holder”) Pre-Closing Requesting Stockholder may request to sell all or any portion of its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (iix) securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25,000,000 or (y) all remaining Registrable Securities held by the requesting Holder (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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 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), subject to PubCo’s prior approval which shall not be unreasonably withheld, conditioned or delayed. The Sponsor may demand four Underwritten Shelf Takedowns each fiscal year and the Pre-Closing Holder Requesting Stockholders (on a collective basis) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreementmay demand four Underwritten Shelf Takedowns each fiscal year; provided, in that no event shall any Holder or any Transferee thereof be entitled to request demand for an Underwritten Shelf Takedown (and PubCo shall not may be obligated made prior to consummate any 45 days following the consummation of another Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such PersonTakedown. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in the aggregate, $10,000,000 (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 PubCo, 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; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 4.14. The Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) holding a majority in interest of the Registrable Securities to be registered pursuant to 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an . No Holder may request any Underwritten Shelf Takedown if such offering more than two (A2) shall include securities with a total offering price times in any twelve (including piggyback securities and before deduction of underwriting discounts12) reasonably expected month period, subject to exceed, the provision in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all first sentence of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d2.1(c).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.4, at any time and from time to time after when an effective Shelf is on file with the Shelf has become or been declared effective by Commission, the SEC, any Holder or Holders (in each such Holders collectivelycase, a the “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an 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 a Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $[●] million (ii) the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, which notice shall specify specifying 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 Underwriters Subject to Section 2.4(d), a majority-in-interest of the Demanding Holders initiating the Underwritten Shelf Takedown shall have the right to select the managing Underwriter(s) for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor Holders may demand not more than one Underwritten Shelf Takedown pursuant to this Section 2.1(d) will be determined in any rolling 12-month period; provided, however, that if the amount of Registrable Securities that the Sponsor Holders demanded to register is reduced by PubCo. (iii) Registrable Securities included pursuant to Section 2.2, the demand shall not count against the number of Underwritten Shelf Takedowns that the Sponsor Holders may demand. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Company may effect any Holder or Underwritten Offering pursuant to any Transferee thereof be entitled then-effective Registration Statement, including a Form F-3, that is then available for such offering. All such Holders proposing to request sell their Registrable Securities through an Underwritten Shelf Takedown (and PubCo under this Section 2.1(d) shall not be obligated to consummate any enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such PersonTakedown. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf Registration Statement has become or been declared effective by the SECCommission, any Holder or the Required Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). (ii) , provided that the net proceeds to be received by Holders in connection with such Public Offering will be reasonably expected to exceed $15 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, which notice the Company (a “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. Within five Business Days after receipt of any Demand Shelf Takedown and Notice, the expected price range Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (net a “Company Shelf Takedown Notice”) and, subject to the provisions of underwriting discounts and commissionsSection 3(d) of below, shall include in such Underwritten Shelf Takedown. The Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown all Registrable Securities with respect to any Holder or any Transferee thereof) during which the Lock-Up Period with respect to Company has received written requests for inclusion therein within five Business Days after sending the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Company Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Notice.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after when an effective Shelf is on file with the Shelf has become or been declared effective by Commission, subject to the SECprovisions of Section 2.1.5, any Section 2.4 and Section 3.4, a Priority Holder or a group of Priority Holders (such Priority Holder or group of Priority Holders collectivelybeing in such case, a “Demanding Holder”) may make a written request (a “Shelf Takedown Request”) to sell all or any portion of its its, his or their Registrable Securities in an Underwritten Offering that is registered pursuant to the a Shelf in accordance with Section 2.1.1 (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 representing total gross offering proceeds reasonably expected to exceed, in the aggregate (iiand taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), twenty-five million dollars ($25,000,000) (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least ten (10) business days prior to the public announcement of such Underwritten Shelf Takedown, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall, within two (2) business days of receiving a Shelf Takedown Request, notify, in writing, all other Holders of such Shelf Takedown Request, and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown (the “Requesting Holders”) shall so notify the Company, in writing, within two (2) business days (one (1) business day if such offering is an overnight or bought Underwritten Offering) of receiving such notice. Upon receipt by the Company of any such written notification from a Requesting Holder(s), and only if such Requesting Holder(s) is an Eligible Piggybacking Holder, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Underwritten Shelf Takedown pursuant to such Shelf Takedown Request. In such event, the right of any Holder or Requesting Holder to sell Registrable Securities pursuant to this Section 2.1.4 shall be conditioned upon such Hxxxxx’s or Requesting Hxxxxx’s participation in such underwriting and the expected price range (net inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting discounts and commissionsto the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) of selected for such Underwritten Shelf Takedown by the Demanding Holders initiating such Underwritten Shelf Takedown. Notwithstanding the foregoing, the Company is not obligated to effect more than three (3) Underwritten Shelf Takedowns initiated by the Sponsor pursuant to this Section 2.1.4 and is not obligated to effect an Underwritten Shelf Takedown pursuant to this Section 2.1.4 within ninety (90) calendar days after the closing of an Underwritten Offering, Block Trade or Other Coordinated Offering. The Underwriters for such offering Demanding Holder or Requesting Holder with the greatest number of Registrable Securities in an Underwritten Shelf Takedown shall have the right to select any managing underwriter(s) (which shall consist of one or more reputable nationally or regionally recognized investment banks) will in connection with such Underwritten Shelf Takedown; provided, that such selection shall be determined by PubCo. (iiisubject to the consent of the Company, which consent shall not be unreasonably withheld and the Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Shelf Takedown. Notwithstanding anything to the contrary contained in this Agreementherein, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo during their respective Lock-up Period. For the avoidance of doubt, the provisions of this Section 2.1.4 shall not be obligated apply to consummate any Underwritten a Piggyback Registration conducted in accordance with Section 2.2.1 or Block Trades or Other Coordinated Offerings conducted in accordance with Section 2.3. Notwithstanding anything to the contrary in this Agreement, only the Sponsor, the Shareholder Representative and their respective Permitted Transferees shall have the right to make a Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to Request and effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Offering.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Special Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown” and such Special Holders the “Demanding Holders”). ); provided that PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (iiincluding piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $15 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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; 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 PubCo 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by PubCo. (iii) subject to the consent of the Special Holders which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Registration Rights Agreement, 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 Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, . The Special Holders may in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may aggregate demand no not more than three (3) Underwritten Shelf Takedowns pursuant to this Section 3.1(d2.1(c) in any twelve (12) month period, subject to the proviso in the first sentence of this Section 2.1(c). For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades; provided that other Special Holders with Registrable Securities shall have to exercise any piggy-back rights on any such block trade no later than twenty four (24) hours following receipt of any written notice regarding such block trade, which notice shall contain a summary of all material terms of such block trade, to the extent then known.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.4 and any applicable Lock-up, at any time and from time to time after when an effective Shelf is on file with the Shelf has become Commission the Sponsor or been declared effective by a Target Holder (any of the SEC, any Sponsor or a Target Holder or Holders (being in such Holders collectivelycase, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an 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, with a total offering price reasonably expected to exceed, in the aggregate, at least $20 million (ii) the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 requested pricing date of underwriting discounts and commissions) the requested underwritten offering. The Company will keep the Holders reasonably apprised of such Underwritten Shelf Takedown, with respect to which a piggyback opportunity is available, or any Underwritten Shelf Takedown. The Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of these discussions. Subject to Section 2.3(d), the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable reputable, nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown initial Demanding Holder’s prior approval (and PubCo which shall not be obligated to consummate any unreasonably withheld, conditioned or delayed). The Sponsor and the Target Holders may each demand not more than a total of three (3) Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect Takedowns, for an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction aggregate of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no not more than three six (6) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Agreement, and in any event not more than one (1) Underwritten Shelf Takedown each during any period of twelve (12) consecutive months. Any demands for a registered offering or takedown will be subject to the constraints of any applicable Lock-up, and such demand must be deferred until such constraints no longer apply. The Company shall not be required to effect more than one (1) Underwritten Shelf Takedown during any six (6) month period. 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. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.4 and any applicable Lock-up, at any time and from time to time after when an effective Shelf is on file with the Shelf has become Commission the Sponsor or been declared effective by a Target Holder (any of the SEC, any Sponsor or a Target Holder or Holders (being in such Holders collectivelycase, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an 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, with a total offering price reasonably expected to exceed, in the aggregate, at least $20 million (ii) All the “Minimum Takedown Threshold”).All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 requested pricing date of underwriting discounts and commissions) the requested underwritten offering. The Company will keep the Holders reasonably apprised of such Underwritten Shelf Takedown, with respect to which a piggyback opportunity is available, or any Underwritten Shelf Takedown. The Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of these discussions. Subject to Section 2.3(d), the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable reputable, nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown initial Demanding Holder’s prior approval (and PubCo which shall not be obligated to consummate any unreasonably withheld, conditioned or delayed). The Sponsor and the Target Holders may each demand not more than a total of three (3) Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect Takedowns, for an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction aggregate of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no not more than three six (6) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Agreement, and in any event not more than one (1) Underwritten Shelf Takedown each during any period of twelve (12) consecutive months. Any demands for a registered offering or takedown will be subject to the constraints of any applicable Lock-up, and such demand must be deferred until such constraints no longer apply. The Company shall not be required to effect more than one (1) Underwritten Shelf Takedown during any six (6) month period. 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. (i) Subject to the requirements set forth in Section 3.1(d)(iv4.15(j), at any time and from time to time after when the Shelf has become or been declared effective by the SECRegistration Statement is effective, any Holder or Holders (such Holders collectively, a “Demanding Holder”) each Purchaser may request to sell all or any portion of its their respective Registrable Securities Shares in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf Registration Statement, including a Block Trade (each, an “Underwritten Shelf Takedown”). , and as soon as practicable the Company shall amend or supplement the Registration Statement as necessary for such purpose; provided in each case that (ii1) the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Shares proposed to be sold in such Underwritten Shelf Takedown with a total offering price reasonably expected to exceed, in the aggregate, $30.0 million (based on the closing price on the Trading Day immediately preceding the date of the demand) (the “Minimum Takedown Threshold”) and (2) the Purchasers may make only one demand of Underwritten Shelf Takedown in any 6-month period. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least two (2) Business Days prior to the public announcement of such Underwritten Shelf Takedown, which notice shall specify the approximate number of Registrable Securities Shares proposed to be sold in the Underwritten Shelf Takedown. Promptly (but in any event within two (2) Business Days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Purchasers. Such notice shall offer each other Purchaser the opportunity to include in any Underwritten Shelf Takedown such number of Registrable Shares as each such Purchaser may request in writing within five (5) Business Days after the date that the notice has been delivered to such Purchaser. The Company shall have the right to select the underwriters and their respective roles for such offering, subject to the expected price range initial demanding Purchaser’s prior approval (net of underwriting discounts and commissionswhich shall not be unreasonably withheld, conditioned or delayed) of if the Company is offering any shares in such Underwritten Shelf Takedown. The Underwriters for If the Company is not offering any shares in such offering Underwritten Shelf Takedown, then the underwriters (which shall consist of one or more reputable nationally or regionally recognized investment banksand their respective roles) in such Underwritten Shelf Takedown will be determined by PubCo. (iii) Notwithstanding anything the initial demanding Purchaser, subject to the contrary contained in this AgreementCompany’s prior approval, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Persondelayed. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or each of the Special Holders (each Special Holder being in such Holders collectively, case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). (ii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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 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) will ), such Underwriters to be determined by subject to the prior written consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Notwithstanding anything to the contrary contained in this Agreement, 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 Shelf Takedown with respect to any Special Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (Ai) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 50 million (the “Minimum Takedown Threshold”) or (Bii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand Except as set forth in the preceding sentence (and subject to Section 3.1(d)(iii)), there shall be no more than three limit to the number of Underwritten Shelf Takedowns pursuant to this Section 3.1(d)that may be requested by any Special Holder.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder the Sponsor or Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities may request (such Holders collectivelyrequesting Holders, a the “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in the aggregate, $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 PubCo, 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; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and during the Lock-Up Period applicable to such Person. There shall be no limit to the number of Underwritten Shelf Takedowns that may be requested by any Holder, subject to the first sentence of this Section 3.1(c); provided that PubCo shall not be obligated to consummate effect, or to take any action to effect, any Underwritten Shelf Takedown otherwise permitted pursuant to this Section 3.1(c) if PubCo has already effected an Underwritten Shelf Takedown in the preceding six (6) month period; provided, further, under no circumstances shall PubCo be obligated to effect more than an aggregate of three (3) Registrations pursuant to an Underwritten Shelf Takedown under this subsection 3.1(c) with respect to any Holder or all Registrable Securities held by the Sponsor (or any Transferee thereof) during of its Permitted Transferees), except that a Registration shall not be counted for such purposes unless a Shelf has been initiated by the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities Sponsor, has become effective and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of requested by the Demanding Holder. Holders may demand no more than three Sponsor to be registered in such Underwritten Shelf Takedowns pursuant to Takedown have been sold, in accordance with this Section 3.1(d)3.1 of this Investor Rights Agreement.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SECCommission, the Sponsor or any Holder or Holders (such Holders collectively, a “Demanding Holder”) Xxxxxxx Leisure Requesting Shareholders may request to sell all or any portion of its Registrable Securities in an Underwritten Offering 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 securities with a total offering price (iiincluding piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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. During an Excess Scenario, (i) Sponsor or any of its assignees must provide five (5) business days’ written notice to the Xxxxxxx Leisure Shareholders and their transferee Holders prior to any Underwritten Shelf Takedown requested by Sponsor or any of its assignees and (ii) if at any time during such five (5) business day period, the Xxxxxxx Leisure Shareholders or their transferee Holders demand an Underwritten Shelf Takedown, then such Xxxxxxx Leisure Shareholders’ Underwritten Shelf Takedown demand shall take effect (and constitute one demand for purposes of this Section 2.1.3) and the Company shall add such the number of Registrable Securities that the Xxxxxxx Leisure Shareholders and their transferee Holders desire to sell to such Underwritten Shelf Takedown. If an Underwritten Shelf Takedown is effected in the manner described in the foregoing sentence, the Xxxxxxx Leisure Shareholders and their transferee Holders participating in such Underwritten Shelf Takedown shall be deemed to be Demanding Holders, and the Sponsor and its transferee Holders participating in such Underwritten Shelf Takedown shall be deemed to be Requesting Holders. The 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) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo Company’s prior approval which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holderdelayed. Holders The Sponsor may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)each fiscal year and the Xxxxxxx Leisure Requesting Shareholders (on a collective basis) may demand three Underwritten Shelf Takedowns in total.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after when an effective Shelf is on file with the Shelf has become Commission, the Sponsor or been declared effective by the SEC, any Holder Xxxxxx Stockholder (either of the Sponsor or Holders (the Xxxxxx Stockholder being in such Holders collectivelycase, a “Demanding Holder”) may request (a “Shelf Takedown Request”) to sell all or any portion of its Registrable Securities in an 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 (iia) Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate (and taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), $30 million (the “Minimum Takedown Threshold”) or (b) the Registrable Securities to be offered constitute all the Registrable Securities held by such Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least five (5) business days prior to the public announcement of such Underwritten Shelf Takedown, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall, within two (2) business days of receiving a Shelf Takedown Request, notify, in writing, all other Holders of such Shelf Takedown Request, and the expected price range (net each Holder who thereafter wishes to include all or a portion of underwriting discounts and commissions) of such Holder’s Registrable Securities in such Underwritten Shelf TakedownTakedown shall so notify the Company, in writing, within two (2) business days of receiving such notice. The Underwriters for such offering Demanding Holder or participating Holder with the greatest number Registrable Securities in an Underwritten Shelf Takedown shall have the right to select any managing underwriter(s) (which shall consist of one or more reputable nationally or regionally recognized investment banks) will in connection with such Underwritten Shelf Takedown, provided that such selection shall be determined by PubCo. (iii) subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreementherein, in no event shall any Holder the Sponsor or any Transferee thereof be entitled to the Xxxxxx Stockholder request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the their respective Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. Period. No more than four (iv4) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall Requests may be made with respect to all by any Demanding Holder within any twelve (12) month period. For the avoidance of doubt, the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to notice periods set forth in this Section 3.1(d)2.1.4 shall not apply to a Piggyback Registration conducted in accordance with Section 2.2.1 or Block Trades conducted in accordance with Section 2.4.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the a Shelf Registration Statement has become or been declared effective by or, in the SECcase of an Automatic Shelf Registration Statement, any Holder or filed with, the Commission, the Required Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). . Notwithstanding the foregoing, the Company will not be required to take any action pursuant to this Section ‎2(d) if (iiA) within the 90 calendar day period preceding the date of a request for a Underwritten Shelf Takedown, a Demand Registration or Underwritten Shelf Takedown was priced, such Required Holders received notice of such Demand Registration or Underwritten Shelf Takedown, and, if such Required Holders elected to sell pursuant to such Demand Registration or Underwritten Shelf Takedown, were able to sell not less than 80% of the Registrable Securities requested to be included therein at the time thereof or within 30 calendar days thereafter, (B) such Underwritten Shelf Takedown is not expected to yield aggregate gross proceeds of at least $50 million or (C) the Company shall have effected at least three Underwritten Shelf Takedowns (excluding Holder Block Sales (as defined below)) in the immediately preceding 12-month period. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, which notice the Company (a “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 as well as whether the expected price range Registrable Securities are proposed to be sold through a Holder Block Sale. Except in connection with a Holder Block Sale, within five Business Days after receipt of any Demand Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders (net a “Company Shelf Takedown Notice”) and, subject to the provisions of underwriting discounts and commissions) of Section 2(f)‎ below, shall include in such Underwritten Shelf Takedown. The Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown all Registrable Securities with respect to any Holder or any Transferee thereof) during which the Lock-Up Period with respect to Company has received written requests for inclusion therein within five Business Days after sending the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Company Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Notice.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder the Sponsor or Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities may request (such Holders collectivelyrequesting Holders, a the “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in the aggregate, $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 PubCo, 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; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this A&R Investor Rights Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and during the Lock-Up Period applicable to such Person. There shall be no limit to the number of Underwritten Shelf Takedowns that may be requested by any Holder, subject to the first sentence of this Section 3.1(c); provided that PubCo shall not be obligated to consummate effect, or to take any action to effect, any Underwritten Shelf Takedown otherwise permitted pursuant to this Section 3.1(c) if PubCo has already effected an Underwritten Shelf Takedown in the preceding six (6) month period; provided, further, under no circumstances shall PubCo be obligated to effect more than an aggregate of three (3) Registrations pursuant to an Underwritten Shelf Takedown under this subsection 3.1(c) with respect to any Holder or all Registrable Securities held by the Sponsor (or any Transferee thereof) during of its Permitted Transferees), except that a Registration shall not be counted for such purposes unless a Shelf has been initiated by the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities Sponsor, has become effective and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of requested by the Demanding Holder. Holders may demand no more than three Sponsor to be registered in such Underwritten Shelf Takedowns pursuant to Takedown have been sold, in accordance with this Section 3.1(d)3.1 of this A&R Investor Rights Agreement.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after when an effective Shelf is on file with the Shelf has become or been declared effective by the SECCommission, any a Holder or Holders (such Holders collectivelyHolder being in such case, a “Demanding Holder”) may request (a “Shelf Takedown Request”) to sell all or any portion of its Registrable Securities in an 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 (iia) Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate (and taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), $30 million (the “Minimum Takedown Threshold”) or (b) the Registrable Securities to be offered constitute all the Registrable Securities held by such Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least five (5) business days prior to the public announcement of such Underwritten Shelf Takedown, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall, within two (2) business days of receiving a Shelf Takedown Request, notify, in writing, all other Holders of such Shelf Takedown Request, and the expected price range (net each Holder who thereafter wishes to include all or a portion of underwriting discounts and commissions) of such Holder’s Registrable Securities in such Underwritten Shelf TakedownTakedown shall so notify the Company, in writing, within two (2) business days of receiving such notice. The Underwriters for such offering Demanding Holder or participating Holder with the greatest number Registrable Securities in an Underwritten Shelf Takedown shall have the right to select any managing underwriter(s) (which shall consist of one or more reputable nationally or regionally recognized investment banks) will in connection with such Underwritten Shelf Takedown, provided that such selection shall be determined by PubCo. (iii) subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreementherein, in no event shall any the Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the their respective Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. Period. No more than four (iv4) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall Requests may be made with respect to all by any Demanding Holder within any twelve (12) month period. For the avoidance of doubt, the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to notice periods set forth in this Section 3.1(d)2.1.4 shall not apply to a Piggyback Registration conducted in accordance with Section 2.2.1 or Block Trades conducted in accordance with Section 2.4.

Requests for Underwritten Shelf Takedowns. (i) Subject All requests for Shelf Takedowns that the Investor elects to take the requirements set forth in Section 3.1(d)(iv), at any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion form of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf underwritten offering (each, an “Underwritten Shelf Takedown”). (ii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company (the “Underwritten Shelf Takedown Notice”). Notwithstanding anything to the contrary in this Agreement, which notice the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) securities with a total offering price (before deduction of underwriting discounts) reasonably expected to exceed $50,000,000 or (y) all remaining Registrable Securities. Each Underwritten 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 Underwriters for such offering (which Investor shall consist of one or more reputable nationally or regionally recognized have the right to select the investment banksbanker(s) will be determined by PubCo. (iiiand manager(s) Notwithstanding anything to administer the offering, subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo Company’s prior approval which shall not be obligated to consummate unreasonably withheld, conditioned or delayed. Notwithstanding the delivery of any Underwritten Shelf Takedown with respect Notice, all determinations as to whether to complete any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering and as to the timing, manner, price (including piggyback securities and before deduction other terms of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum any Underwritten Shelf Takedown Threshold”) or (B) shall be made with respect to all at the discretion of the Registrable Securities of Investor. Notwithstanding the Demanding Holder. Holders may demand foregoing, the Investor shall be entitled to effectuate no more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Agreement.

Requests for Underwritten Shelf Takedowns. (i) Subject All requests for Shelf Takedowns that the Stockholder elects to take the requirements set forth in Section 3.1(d)(iv), at any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion form of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf underwritten offering (each, an “Underwritten Shelf Takedown”). (ii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company (the “Underwritten Shelf Takedown Notice”). Notwithstanding anything to the contrary in this Agreement, which notice the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) securities with a total offering price (before deduction of underwriting discounts) reasonably expected to exceed $50,000,000 or (y) all remaining Registrable Securities. Each Underwritten 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 Underwriters for such offering (which Stockholder shall consist of one or more reputable nationally or regionally recognized have the right to select the investment banksbanker(s) will be determined by PubCo. (iiiand manager(s) Notwithstanding anything to administer the offering, subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo Company’s prior approval which shall not be obligated to consummate unreasonably withheld, conditioned or delayed. Notwithstanding the delivery of any Underwritten Shelf Takedown with respect Notice, all determinations as to whether to complete any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering and as to the timing, manner, price (including piggyback securities and before deduction other terms of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum any Underwritten Shelf Takedown Threshold”) or (B) shall be made with respect to all at the discretion of the Registrable Securities of Stockholder. Notwithstanding the Demanding Holder. Holders may demand foregoing, the Stockholder shall be entitled to effectuate no more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Agreement.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)17.e, at any time and from time to time after when the Shelf has become or been declared effective by the SECResale Registration Statement is effective, any Holder or Holders (such Holders collectively, a “Demanding Holder”) each Subscriber may request to sell all or any portion of its their respective Registrable Securities Shares in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf Resale Registration Statement, including a Block Trade (each, an “Underwritten Shelf Takedown”). , and as soon as practicable the Company shall amend or supplement the Resale Registration Statement as necessary for such purpose; provided in each case that (ii1) the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Shares proposed to be sold in such Underwritten Shelf Takedown with a total offering price reasonably expected to exceed, in the aggregate, $50.0 million (based on the closing price on the Trading Day immediately preceding the date of the demand) (the “Minimum Takedown Threshold”) and (2) the Subscribers may make only one demand of Underwritten Shelf Takedown in any 12-month period (or three demands in respect of Block Trades). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least ten (10) Business Days (or three (3) Business Days in the event of a Block Trade) prior to the public announcement of such Underwritten Shelf Takedown, which notice shall specify the approximate number of Registrable Securities Shares proposed to be sold in the Underwritten Shelf Takedown Takedown. The Company shall have the right to select the underwriters and their respective roles for such offering if the expected price range (net of underwriting discounts and commissions) of Company is offering any shares in such Underwritten Shelf Takedown. The Underwriters for If the Company is not offering any shares in such offering Underwritten Shelf Takedown, then the underwriters (which shall consist of one or more reputable nationally or regionally recognized investment banksand their respective roles) in such Underwritten Shelf Takedown will be determined by PubCo. (iii) Notwithstanding anything the Subscribers, subject to the contrary contained in this AgreementCompany’s prior approval, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Persondelayed. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in the aggregate, $25,000,000 (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 PubCo, 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; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 4.14. The Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) holding a majority in interest of the Registrable Securities to be registered pursuant to 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an . No Holder may request any Underwritten Shelf Takedown if such offering more than two (A2) shall include securities with a total offering price times in any twelve (including piggyback securities and before deduction of underwriting discounts12) reasonably expected month period, subject to exceed, the proviso in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all first sentence of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d2.1(c).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Special Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in the aggregate, $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 PubCo, 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; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. The 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, 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 Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo . There shall only be obligated no limit to effect an the number of Underwritten Shelf Takedown if such offering (A) Takedowns that may be requested by any Special Holder, subject to the proviso in the first sentence of this Section 3.1(c). For the avoidance of doubt, Underwritten Shelf Takedowns shall include securities with a total offering price underwritten block trades; provided that other Special Holders, NFL, Significant Co-Investors and Restricted Holders of Registrable Securities shall have to exercise any piggy-back rights, subject in all cases, to Article IV (including piggyback securities and before deduction pro rata based on the respective then-ownership of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of each such Holder) on any such block trade no later than twenty four (24) hours following receipt of any written notice regarding such block trade, which notice shall contain a summary of all material terms of such block trade, to the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)extent then known.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the a Shelf Registration Statement has become or been declared effective by or, in the SECcase of an Automatic Shelf Registration Statement, any Holder or filed with, the Commission, the Required Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). ; provided, that the Company will not be required to take any action pursuant to this Section 2(d) if (iiA) within the 90 calendar day period preceding the date of a request for a Underwritten Shelf Takedown, the Company priced a Demand Registration or Underwritten Shelf Takedown, such Required Holders received notice of such Demand Registration or Underwritten Shelf Takedown, and, if such Required Holders elected to sell pursuant to such Demand Registration or Underwritten Shelf Takedown, were able to sell 80% of the Registrable Securities requested to be included therein at the time thereof or within 30 calendar days thereafter or (B) such Underwritten Shelf Takedown is not expected to yield aggregate gross proceeds of at least $25 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, which notice the Company (a “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. Within five (5) Business Days after receipt of any Demand Shelf Takedown and Notice, the expected price range Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders (net a “Company Shelf Takedown Notice”) and, subject to the provisions of underwriting discounts and commissionsSection 2(f) of below, shall include in such Underwritten Shelf Takedown. The Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown all Registrable Securities with respect to any Holder or any Transferee thereofwhich the Company has received written requests for inclusion therein within five (5) during Business Days after sending the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Company Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Notice.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the a Shelf has become or been declared effective by the SECCommission, any Holder or the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (such Holders collectively, a the “Demanding HolderHolders”) may request to sell all or any portion of its Registrable Securities in an 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 Holders, in the aggregate, with a total offering price (iiincluding piggyback Registrable Securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $30,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, 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 shall include in any Underwritten Shelf Takedown the securities requested to be included by any Holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such Takedown Requesting Holder (including to those set forth herein). Subject to subsection ‎2.5.4, the Company shall have the right to select the Underwriter or Underwriters for such offering Underwritten Shelf Takedown (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown majority-in-interest of the Demanding Holders’ approval (and PubCo which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holderdelayed). The Holders may each demand no not more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d).subsection ‎2.2.1 in any twelve (12)-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effectuate any Underwritten Offering pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf Registration Statement has become or been declared effective by the SECCommission, any Holder or the Required Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). (ii) , provided that the net proceeds to be received by Holders in connection with such Public Offering will be reasonably expected to exceed $25 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, which notice the Company (a “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 whether the expected price range Registrable Securities are proposed to be sold through a Holder Block Sale (net as defined below). Except in connection with a Holder Block Sale, within five Business Days after receipt of underwriting discounts and commissionsany Demand Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section ‎3(e)‎ below, shall include in such Underwritten Shelf Takedown. The Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown all Registrable Securities with respect to any Holder or any Transferee thereof) during which the Lock-Up Period with respect to Company has received written requests for inclusion therein within five Business Days after sending the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Company Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Notice.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.4, at any time and from time to time after when an effective Shelf is on file with the Shelf has become Commission, KLP, the Sponsor, the Director Holders, the Advisor Holders or been declared effective by the SEC, a Pear Holder (any Holder or Holders (such Holders collectivelyholder, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with Section 2.1.1 or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 (each, an “Underwritten Shelf Takedown”). (ii) . All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 shall, within ten (10) Business Days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company; 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 $15 million (the “Minimum Takedown Threshold”), or if the total number of Registrable Securities across the first notice and the responses add up to that Minimum Takedown Threshold. Subject to Section 2.3.4, the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will shall be determined selected by PubCo. (iii) Notwithstanding anything the majority-in-interest of the Demanding Holders, subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown Company’s prior approval (and PubCo which shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder unreasonably withheld, conditioned or any Transferee thereof) during delayed). The Sponsor, KLP, the Lock-Up Period with respect to Director Holders, the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities Advisor Holders and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Pear Holders may each demand no not more than three one (1) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)2.1.4 in any six (6) month period, for an aggregate of not more than four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period. 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. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.4, at any time and from time to time after the expiration of any Lock-Up Period to which a Holder’s shares are subject and when an effective Shelf has become is on file with the Commission, one or been declared effective by the SEC, any Holder or more Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an 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 Shelf Requesting Holder, either individually or together with other Shelf Requesting Holders, with an aggregate offering price, net of underwriting discounts and commissions, reasonably expected to exceed at least $25 million (ii) the “Minimum Amount”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least 48 hours prior to the public announcement of the Underwritten Shelf Takedown (a “Shelf Takedown Notice”), which notice 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 Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Underwritten Shelf Takedown (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown, a “Shelf Requesting Holder”) shall so notify the Company of its intent to participate in such Underwritten Shelf Takedown, in writing, within five (5) business days after the receipt by such Holder of the Company Shelf Takedown Notice. Upon receipt by the Company of any such written notification from a Shelf Requesting Holder to the Company, subject to the provisions of Section 2.2.4, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities of such Shelf Requesting Holder. Subject to Section 2.5.4, the Company 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) will ), subject to the initial Shelf Demanding Holder’s prior approval (which shall not be determined by PubCo. (iii) unreasonably withheld, conditioned or delayed). Any Underwritten Shelf Takedown effected pursuant to this Section 2.1.4 shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section 2.2. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request the Company may consummate an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect Offering pursuant to any Holder or any Transferee thereof) during the Lock-Up Period with respect then effective Registration Statement, including a Form F-3, that is then available for such offering. Notwithstanding anything to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect contrary in this Agreement, the IPO Underwriters may demand an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns Offering pursuant to this Section 3.1(d).2.1.4

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf Registration Statement has become or been declared effective by the SECCommission, any Holder or the Required Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). (ii) , provided that the net proceeds to be received by Holders in connection with such Public Offering will be reasonably expected to exceed $25 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, which notice the Company (a “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. Within five Business Days after receipt of any Demand Shelf Takedown and Notice, the expected price range Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (net a “Company Shelf Takedown Notice”) and, subject to the provisions of underwriting discounts and commissionsSection 3(d) of below, shall include in such Underwritten Shelf Takedown. The Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown all Registrable Securities with respect to any Holder or any Transferee thereofwhich the Company has received written requests for inclusion therein within ten (10) during Business Days after sending the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Company Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Notice.

Requests for Underwritten Shelf Takedowns. (i) Subject Following the expiration of the Lock-up Period and subject to the requirements set forth in Section 3.1(d)(iv)3.04, at any time and from time to time after when an effective Shelf is on file with the Shelf has become Commission, Sponsor, or been declared effective by the SEC, any other Holder (Sponsor or Holders (any such Holders collectively, Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an 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, with a total offering price reasonably expected to exceed, in the aggregate, $[●]2 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least five (5) business days (or ten (10) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 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), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders collectively may demand Underwritten Shelf Takedowns and Block Trades pursuant to this Section 2.01(c) will be determined by PubCo. (iiii) not more than two (2) times in any twelve (12) month period (the “Yearly Limit”) and (ii) not more than five (5) times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate the Company may effect any Underwritten Shelf Takedown with respect Offering pursuant to any Holder or any Transferee thereof) during the Lockthen effective Registration Statement, including a Form S-3, that is then available for such offering. 2 Note to draft: Amount to be determined on post-Up Period with respect to the Lock-Up Shares applicable to such PersonClosing market cap and pro forma capitalization table. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after following the Shelf has become effectiveness of the shelf registration statement required by subsections 2.1.1 or been declared effective by the SEC2.1.2, any Holder or Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any a portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the such shelf registration statement, including a Block Trade (a “Shelf (each, an “Underwritten Offering”) provided that such Holder(s) reasonably expect aggregate gross proceeds in excess of $75,000,000 from such Shelf Takedown”). (ii) Underwritten Offering. All requests for a Shelf Underwritten Shelf Takedowns Offering shall be made by giving written notice to PubCo, which notice the 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 Shelf Takedown Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Shelf TakedownOffering. The Underwriters for such offering Within three (which shall consist 3) Business Days after receipt of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown Notice (and PubCo or twenty-four (24) hours thereafter in connection with an underwritten Block Trade), the Company shall not be obligated give written notice of such requested Shelf Underwritten Offering to consummate any Underwritten 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 any Holder or any Transferee thereofwhich the Company has received written requests for inclusion therein, within five (5) during days after sending the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Company Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceedNotice, or, in the aggregatecase of a Block Trade, $200 million (as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the “Minimum Takedown Threshold”) Company with the managing Underwriter or (B) shall be made with respect Underwriters selected by the Company, subject to all the prior approval of the initiating Holders (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 Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 2.3 and Article IV, 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 Demanding HolderCompany and the selling stockholders as are customary in underwritten offerings of securities by the Company. Holders No Holder may demand no more than three two (2) Shelf Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Offerings in any twelve (12) month period.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Special Holders may request (such Holders collectivelyeach, a “Demanding HolderShelf Takedown Request”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering 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 (i) shall include securities with a total offering price (exclusive of piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20.0 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 TVAC Holders, shall apply to all Registrable Securities then held by the TVAC Holders. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 Subject to Section 2.4.4, the 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by PubCo. (iii) subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreementherein, 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 Shelf Takedown with respect to any Holder during the TVAC Lock-up Period, Private Placement Lock-up Period or any Transferee thereof) during other lock-up period, as the Lock-Up Period with respect case may be. There shall be no limit to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction number of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant that may be requested by any Special Holder, subject to the proviso in the first sentence of this Section 3.1(d)2.1.3.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SEC, any Holder or the Special Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). ; provided that 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, in 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. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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; 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 Entity. The 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) will ), and to agree to the pricing and other terms of such offering; provided that such selection shall be determined by subject to the consent of PubCo. (iii) , which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Registration Rights Agreement, 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 Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. The Special Holders may each demand no not more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d2.1(c) in any twelve (12) month period, subject to the proviso in the first sentence of this Section 2.1(c).. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades; provided that other Special Holders with Registrable Securities shall have to exercise any piggy-back rights on any such block trade no later than twenty four (24) hours following receipt of any written notice regarding such

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.5, at any time and from time to time after when an effective Shelf Registration Statement is on file with the Shelf has become or been declared effective by the SEC, any Holder or Holders (such Holders collectivelyCommission, a Holder (a “Demanding Takedown Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf Registration Statement (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 Takedown Holder, either individually or together with other Takedown Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25.0 million (ii) the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 Underwriters for such offering initial Takedown Holder(s) shall (A) have the right to determine the plan of distribution, the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees and other financial terms and (B) select the investment banker(s) and manager(s) to administer the offering, including the lead managing underwriter(s) (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown Company’s approval (and PubCo which shall not be obligated unreasonably withheld, conditioned or delayed)) and one firm of legal counsel to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to represent all of the Registrable Securities of the Demanding HolderHolders, in connection with such Underwritten Shelf Takedown. Holders No Holder may demand no more than three two (2) Underwritten Shelf Takedowns pursuant to this Section 3.1(d)2.1.4 (together with any Underwritten Demands pursuant to Section 2.2.2) in any twelve (12) month period. 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. (i) Subject to the requirements set forth in Section 3.1(d)(iv)‎Section 3.4, at any time and from time to time after when an effective Shelf is on file with the Shelf has become or been declared effective by the SECCommission, any Holder or Holders (in such Holders collectivelycase, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an 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, with a total offering price of at least $25 million in the aggregate (ii) the “Minimum Takedown Threshold”); provided further that no Holder may request an Underwritten Shelf Takedown until such time that the Issued Warrants are no longer subject to any contractual lock-up restrictions; and provided further that the Minimum Takedown Threshold shall not apply with respect to the proposed sale of all of the Registrable Securities held by all of the Holders. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, 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 Subject to ‎ARTICLE II, 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 or regionally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders may not demand more than two (2) will Underwritten Shelf Takedowns in any twelve (12)-month period pursuant to this ‎Section 2.1(c). The Holders may not demand more than the Specified Number of Underwritten Shelf Takedowns in total pursuant to this ‎Section 2.1(c). For the avoidance of doubt, any or all of the applicable Specified Number of Underwritten Shelf Takedowns can be determined by PubCo. (iii) used before or after a Future Vesting and any Underwritten Shelf Takedown can be used with respect to any Registrable Securities. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate the Company may affect any Underwritten Shelf Takedown with respect Offering pursuant to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to then effective Registration Statement, including a Form F-3, that is then available for such Personoffering. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv)3.4, at any time and from time to time after the expiration of any Lock-Up Period to which a Holder’s shares are subject and when an effective Shelf has become is on file with the Commission, one or been declared effective by the SEC, any Holder or more Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (if such Shelf has been filed by the Company) (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 Shelf Requesting Holder, either individually or together with other Shelf Requesting Holders, with an aggregate offering price, net of underwriting discounts and commissions, reasonably expected to exceed at least $25 million (ii) the “Minimum Amount”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company at least fifteen (15) business days prior to the planned public announcement of the Underwritten Shelf Takedown (a “Shelf Takedown Notice”), which notice 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 Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Underwritten Shelf Takedown (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown, a “Shelf Requesting Holder”) shall so notify the Company of its intent to participate in such Underwritten Shelf Takedown, in writing, within five (5) business days after the receipt by such Holder of the Company Shelf Takedown Notice. Upon receipt by the Company of any such written notification from a Shelf Requesting Holder to the Company, subject to the provisions of Section 2.2.4, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities of such Shelf Requesting Holder. Subject to Section 2.5.4, the Company 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) will ), subject to the initial Shelf Demanding Holder’s prior approval (which shall not be determined by PubCo. (iii) unreasonably withheld, conditioned or delayed). Any Underwritten Shelf Takedown effected pursuant to this Section 2.1.4 shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section 2.2. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request the Company may consummate an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect Offering pursuant to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to then effective Registration Statement, including a Form F-3, that is then available for such Personoffering. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d).

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after when an effective Shelf Registration Statement is on file with the Shelf has become or been declared effective by Commission, the SECSponsor Holders, any Holder or the Xxxx Holders, and the Requisite Xxxx Preferred Holders, on behalf of all of the Xxxx Preferred Holders (such Holders collectivelyeach, a “Demanding Holder”) may request to sell all or any portion of its their respective Registrable Securities in an Underwritten 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 Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $[•] million (ii) the “Minimum Takedown Threshold”); provided that any such request made by the Requisite Xxxx Preferred Holders must constitute at least 40% of the Registrable Securities held by all of the Xxxx Preferred Holders as of the date of this Agreement. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCothe Company, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range Takedown. Promptly (net but in any event within five (5) Business Days) after receipt of underwriting discounts and commissions) of such a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. The Underwriters Company 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) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown initial Demanding Holder’s prior approval (and PubCo which shall not be obligated unreasonably withheld, conditioned or delayed). Pursuant to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceedthis Section 2(a)(iv), in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all each of the Registrable Securities of the Demanding Holder. Sponsor Holders may demand no more than three two (2) Underwritten Shelf Takedowns and the Requisite Xxxx Preferred Holders, may demand, collectively, no more than two (2) Underwritten Shelf Takedowns (as applicable, the “Shelf Takedown Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Shelf Takedown pursuant to this Section 3.1(d)any then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. (i) Subject to From and after the requirements set forth in Section 3.1(d)(iv)time, at any time and from time to time time, after the Shelf has become or been declared effective by the SEC, any Holder or each of the Special Holders (each Special Holder being in such Holders collectively, 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 that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”). (ii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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 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) will ), such Underwriters to be determined by subject to the prior written consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person[Intentionally Omitted]. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (Ai) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 50 million (the “Minimum Takedown Threshold”) or (Bii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand Except as set forth in the preceding sentence (and subject to Section 3.1(d)(iii)), there shall be no more than three limit to the number of Underwritten Shelf Takedowns pursuant to this Section 3.1(d)that may be requested by any Special Holder.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf Registration Statement has become or been declared effective by the SECCommission, any Holder or the Required Holders (such Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). (ii) provided that the net proceeds to be received by Holders in connection with such Public Offering will be reasonably expected to exceed $20 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, which notice the Company (a “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. Within five Business Days after receipt of any Demand Shelf Takedown and Notice, the expected price range Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (net a “Company Shelf Takedown Notice”) and, subject to the provisions of underwriting discounts and commissionsSection 3(d) of below, shall include in such Underwritten Shelf Takedown. The Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks) will be determined by PubCo. (iii) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Shelf Takedown all Registrable Securities with respect to any Holder or any Transferee thereofwhich the Company has received written requests for inclusion therein within ten (10) during Business Days after sending the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Company Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this Section 3.1(d)Notice.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.1(d)(iv), at At any time and from time to time after the Shelf has become or been declared effective by the SECCommission, any a Holder or a group of Holders (in such Holders collectivelycase, each, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, including any Block Trade, an “Underwritten Shelf Takedown”). ; provided that the Company 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(s) with a total offering price reasonably expected to exceed, in the aggregate, $50,000,000 (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 PubCothe Company, 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 Holders that requested such Underwritten Shelf Takedown 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) will be determined by PubCo. (iii) Notwithstanding anything ), subject to the contrary contained in this Agreement, in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown initial Demanding Holder’s prior approval (and PubCo which shall not be obligated unreasonably withheld, conditioned or delayed), and to consummate any Underwritten Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect agree to the Lock-Up Shares applicable to pricing and other terms of such Person. (iv) PubCo shall only be offering. The Company is not obligated to effect an Underwritten Shelf Takedown if such offering more than (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to this subsection 2.1.3 in any 12-month period for BT Assets [, the Phantom Equity Holders, acting individually or together, or the Management Holders, acting individually or together], and (B) one Underwritten Shelf Takedown pursuant to this subsection 2.1.3 in any 12-month period for Sponsor. 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. For the avoidance of doubt, any Block Trade effected pursuant to Section 3.1(d)2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to subsection 2.1.3 hereof.