Common use of Requests for Underwritten Shelf Takedowns Clause in Contracts

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), 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 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 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(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, the Required a Holder or a group of Holders (in such case, each, a “Demanding Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, including any Block Trade, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder(s) with such Public Offering will be a total offering price reasonably expected to exceed exceed, in the aggregate, $25 million50,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Within five Business Days after receipt of any Demand The Holders that requested such Underwritten Shelf Takedown Noticeshall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed), and to agree to the pricing and other terms of such offering. The Company is not obligated to effect more than (A) for BT Assets or the Management Holders, acting individually or together, three Underwritten Shelf Takedowns pursuant to this subsection 2.1.3 in any 12-month period and (B) for Sponsor and/or the Non-Redeeming Stockholders, acting individually or together, one Underwritten Shelf Takedown pursuant to this subsection 2.1.3 in any 12-month period; provided that, the Company shall give written notice not be obligated to effect any Underwritten Shelf Takedowns for Sponsor and/or the Non-Redeeming Stockholders during the 12-month period beginning on the Closing Date. 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 such requested doubt, any Block Trade effected pursuant to Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant 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(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticesubsection 2.1.3 hereof.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the CommissionSEC, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds PubCo shall only be obligated to be received by Holders in connection effect an Underwritten Shelf Takedown if such offering (i) shall include securities with such Public Offering will be a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million10,000,000 (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 the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice PubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt Takedown and the expected price range (net of any Demand Shelf Takedown Notice, the Company shall give written notice 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 to all other Holders which have (the “Demanding Holders”) holding a majority in interest of the Registrable Securities included on to be registered pursuant to such Shelf Registration (a “Company Underwritten Shelf Takedown Notice”shall have the right to select the Underwriters for such offering (which shall consist of one (1) andor more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the consent of PubCo, 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 request an Underwritten Shelf Takedown during the Lock-Up Period applicable to such Person. No Holder may request any Underwritten Shelf Takedown more than two (2) times in any twelve (12) month period, subject to the provisions provision in the first sentence of this Section 3(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice2.1(c).

Requests for Underwritten Shelf Takedowns. At any time and from time All requests for Shelf Takedowns that the Shareholder elects to time after take the Shelf Registration Statement has been declared effective by the Commission, the Required Holders may request to sell all or any portion form of their Registrable Securities in an underwritten Public Offering that is registered pursuant to offering (for the Shelf Registration Statement avoidance of doubt, whether conducted on a firm commitment or “best efforts” basis and whether or not marketed) (each, an “Underwritten Shelf Takedown”), 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 the Company (a the “Demand Underwritten Shelf Takedown Notice”)) not later than ten (10) Business Days prior to the proposed effective date of the Underwritten Shelf Takedown. Each Demand 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. Within five Business Days after receipt of The Shareholder shall have the right to select the investment banker(s) and manager(s) to administer the offering, provided such investment banker(s) and manager(s) are reasonably approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the information contained in any Demand Underwritten Shelf Takedown Notice, the Company shall give written notice of such requested all determinations as to whether to commence or complete any Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject and as to the provisions timing, manner, price and other terms of Section 3(d) below, shall include in such any Underwritten Shelf Takedown all Registrable Securities shall be at the sole discretion of the Shareholder, subject, in each case, to the terms and conditions of this Agreement, 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 which so-called “bring-down”-related requests from the Company has received written requests for inclusion therein within ten applicable Underwriter), the Shareholder shall be entitled to effectuate no more than three (103) Business Days after sending Underwritten Shelf Takedowns in any twelve (12)-month period pursuant to this Agreement. For the Company avoidance of doubt, an Underwritten Shelf Takedown Noticewithdrawn at any time before the filing of the applicable Prospectus or Prospectus supplement shall not constitute an effectuated Underwritten Shelf Takedown.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, Exxxxxxx or Directional (in such case, a “Demanding Holder”) may, subject to the Required Holders provisions of subsection 2.1.5 and Section 3.4 hereof, may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder with such Public Offering will be a total offering price (including piggyback securities and before underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million50,000,000 (the “Minimum Demand Threshold”). The right of such Demanding Holders or Requesting Holder(s) (if any) to include their Registrable Securities in such Underwritten Offering shall be conditioned upon such Demanding Holders’ or Requesting Holder(s)’ (if any) participation in such Underwritten Offering. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Within five Business Days after receipt of any Demand Shelf Takedown Notice, the Company shall give written notice of The Holders that requested such requested Underwritten Shelf Takedown shall have the right to all other Holders select the Underwriters for such offering (which have Registrable Securities included on such Shelf Registration shall consist of one (a “Company Shelf Takedown Notice”1) andor more reputable nationally recognized investment banks), subject to the provisions of Section 3(dinitial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Exxxxxxx, on the one hand, and Directional, on the other hand, may each demand not more than two (2) below, shall include in such Registrations pursuant to a Demand Registration (which includes an Underwritten Shelf Takedown all Registrable Securities with respect to which Takedown) under subsections 2.1.3 and 2.14 in any twelve-month period and the Company has received written requests for inclusion therein within ten shall be obligated to effect no more than a total of three (103) Business Days after sending such Registrations in any twelve-month period. Notwithstanding anything to the contrary in this Agreement, the Company Shelf Takedown Noticemay 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. At any time and from time to time after following the Shelf Registration Statement has been declared effective effectiveness of the shelf registration statement required by the Commissionsubsections 2.1.1 or 2.1.2, the Required Holders any Holder may request to sell all or any a portion of their Registrable Securities in an underwritten Public Offering offering that is registered pursuant to the such shelf registration statement, including a Block Trade (a “Shelf Registration Statement (each, an “Underwritten Shelf TakedownOffering”), ) provided that the net such Holder(s) reasonably expect aggregate gross proceeds to be received by Holders in connection with excess of $75,000,000 from such Public Offering will be reasonably expected to exceed $25 millionShelf Underwritten Offering. All requests for a Shelf Underwritten Shelf Takedowns Offering shall be made by giving written notice to the Company (a the “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf TakedownUnderwritten Offering. Within five three (3) Business Days after receipt of any Demand Shelf Takedown NoticeNotice (or twenty-four (24) hours thereafter in connection with an underwritten Block Trade), the Company shall give written notice of such requested Shelf Underwritten Shelf Takedown Offering to all other Holders which have of Registrable Securities included on such Shelf Registration (a the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the provisions of Section 3(d) belowPro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Shelf Takedown Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein therein, within ten five (105) Business Days days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, 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 Company with the managing Underwriter or Underwriters selected by the Company, subject to 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. 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 Company and the selling stockholders as are customary in underwritten offerings of securities by the Company. No Holder may demand more than two (2) Shelf Underwritten Offerings in any twelve (12) month period.

Requests for Underwritten Shelf Takedowns. At Subject to Section 3.4, at any time and from time to time after the when an effective Shelf Registration Statement has been declared effective by is on file with the Commission, KLP, the Required Sponsor, the Director Holders, the Advisor Holders or a Pear Holder (any such holder, a “Demanding Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public 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”), 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 the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which 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 NoticeThe Company shall, 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(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein 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 sending 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 Noticeif 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 recognized investment banks) shall be selected by the majority-in-interest of the Demanding Holders, subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor, KLP, the Director Holders, the Advisor Holders and the Pear Holders may each demand not more than one (1) Underwritten Shelf Takedowns pursuant to this Section 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. At Subject to Section 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 Registration Statement has been declared effective by Commission the CommissionSponsor or a Target Holder (any of the Sponsor or a Target Holder being in such case, the Required Holders a “Demanding Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder, either individually or together with such Public Offering will be other Demanding Holders, with a total offering price reasonably expected to exceed exceed, in the aggregate, at least $25 million20 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the requested pricing date of the requested underwritten offering. The Company will keep the Holders reasonably apprised of Underwritten Shelf Takedown, with respect to which a piggyback opportunity is available, or any Underwritten Shelf Takedown. Within five Business Days after receipt Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of any Demand Shelf Takedown Noticethese discussions. Subject to Section 2.3(d), the Company shall give written notice have the right to select the Underwriters for such offering (which shall consist of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) andone or more reputable, nationally recognized investment banks), subject to the provisions initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor and the Target Holders may each demand not more than a total of Section 3(dthree (3) belowUnderwritten Shelf Takedowns, shall include for an aggregate of not more than six (6) Underwritten Shelf Takedowns pursuant to this Agreement, and in such any event not more than one (1) Underwritten Shelf Takedown all Registrable Securities with respect each during any period of twelve (12) consecutive months. Any demands for a registered offering or takedown will be subject to which 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 has received written requests may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticesuch offering.

Requests for Underwritten Shelf Takedowns. At any time and from time Subject to time after Section 3.4, following the Shelf Registration Statement has been declared effective by expiration of the Commissionapplicable Lock-Up Period, the Required Sponsor and the Significant Company Holders (each, a “Takedown Requesting Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public Offering offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to be received by Holders in connection effect an Underwritten Shelf Takedown if such offering shall include securities with such Public Offering will be a total offering price (including piggy-back securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million10,000,000, 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 (a “Demand at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown (the “Takedown Request Notice”). Each Demand Shelf The Takedown Request Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days (5) calendar days after receipt of any Demand Shelf Takedown Request Notice, the Company shall give written notice of such the requested Underwritten Shelf Takedown (the “Takedown Offer Notice”) 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(d) below2.2.4 hereof, shall include in such the Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten three (103) Business Days 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 right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. The Sponsor and the Significant Company Holders may demand not more than two (2) Underwritten Shelf Takedown NoticeTakedowns pursuant to this Section 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. At any time and from time to time after the Shelf Registration Statement has been declared effective by the CommissionSEC, the Required Sponsor or Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities may request (such requesting Holders, the “Demanding Holders”) to sell all or any portion of their Registrable Securities in an underwritten Public Offering offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds PubCo shall only be obligated to be received by Holders in connection effect an Underwritten Shelf Takedown if such offering (i) shall include securities with such Public Offering will be a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million10 million (the “Minimum Takedown Threshold”) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice PubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt Takedown and the expected price range (net of any Demand Shelf Takedown Notice, the Company shall give written notice underwriting discounts and commissions) of such requested 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), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the consent of PubCo, 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 request an Underwritten Shelf Takedown during the Lock-Up Period applicable to all other Holders which have Registrable Securities included on such Person. There shall be no limit to the number of Underwritten Shelf Registration (a “Company Shelf Takedown Notice”) andTakedowns that may be requested by any Holder, subject to the provisions first sentence of this Section 3(d3.1(c); provided that PubCo shall not be obligated to effect, or to take any action to effect, any Underwritten Shelf Takedown otherwise permitted pursuant to this Section 3.1(c) belowif PubCo has already effected an Underwritten Shelf Takedown in the preceding six (6) month period; provided, further, under no circumstances shall include 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 or all Registrable Securities held by the Sponsor (or any of its Permitted Transferees), except that a Registration shall not be counted for such purposes unless a Shelf has been initiated by the Sponsor, has become effective and all of the Registrable Securities requested by the Sponsor to be registered in such Underwritten Shelf Takedown all Registrable Securities have been sold, in accordance with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticethis Section 3.1 of this A&R Investor Rights Agreement.

Requests for Underwritten Shelf Takedowns. At Subject to Section 3.4, at any time and from time to time after the when an effective Shelf Registration Statement has been declared effective by is on file with the Commission, the Required Holders Sponsor, an Investor Holder or a NioCorp Holder (any of the Sponsor, an Investor Holder or a NioCorp Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder, either individually or together with such Public Offering will be other Demanding Holders, with a total offering price reasonably expected to exceed exceed, in the aggregate, $25 million50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which 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 NoticeSubject to Section 2.4.4, the Company shall give written notice have the right to select the Underwriters for such offering (which shall consist of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) andone or more reputable nationally recognized investment banks), subject to the provisions of initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor, the Investor Holders and the NioCorp Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 3(d2.1.4, provided that the Company is not obligated to effect (x) below, shall include in such more than three (3) Underwritten Shelf Takedowns per year or (y) an Underwritten Shelf Takedown all within ninety (90) 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. If the Company shall have filed and obtained a receipt from a Canadian Securities Authorities in one or more Canadian jurisdictions in respect a (final) base shelf prospectus (a “Canadian Shelf Prospectus”) which may validly qualify the offering in such Canadian jurisdictions of the Registrable Securities that the Demanding Holder is requesting to sell pursuant to this Section 2.1.4 at the time such request is made, the Demanding Holder shall be entitled to request that such Canadian Shelf Prospectus also qualify the offering of such Registrable Securities (whether or not same would constitute a “distribution” subject to the prospectus requirement for purposes of applicable Canadian Securities Laws), and, in such instance, the terms and conditions of this Agreement shall apply mutatis mutandis consistent with respect generally accepted Canadian practice to which such Canadian Shelf Prospectus, any supplement thereto and the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticeoffering of Registrable Securities thereunder.

Requests for Underwritten Shelf Takedowns. At Subject to Section 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 Registration Statement has been declared effective by is on file with the Commission, the Required one or more Holders may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Shelf Requesting Holder, either individually or together with such Public Offering will be other Shelf Requesting Holders, with an aggregate offering price, net of underwriting discounts and commissions, reasonably expected to exceed at least $25 million50 million (the “Minimum Amount”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten (10) business days prior to the public announcement of the Underwritten Shelf Takedown (a “Demand Shelf Takedown Notice”). Each Demand , which 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. Within five Business Days (5) 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 which have of Registrable Securities included on such Shelf Registration (a the “Company Shelf Takedown Notice”) andand 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 3(d) below2.1.5, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities with respect of such Shelf Requesting Holder. Subject to which Section 2.4.4, the Company has received written requests shall have the right to select the Underwriters for inclusion therein within ten such offering (10which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Shelf Requesting Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders may collectively demand not more than two (2) Business Days after sending Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any 12-month period (the “Registration Cap”). Notwithstanding anything to the contrary in this Agreement, the Company Shelf Takedown Noticemay 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. At any time and from time to time after the a Shelf Registration Statement has been declared effective by or, in the case of an Automatic Shelf Registration Statement, filed with, the Commission, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). Notwithstanding the foregoing, provided that the net proceeds Company will not be required to take any action pursuant to this Section ‎2(d) if (A) 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 received by Holders in connection with included therein at the time thereof or within 30 calendar days thereafter, (B) such Public Offering will be reasonably Underwritten Shelf Takedown is not expected to exceed yield aggregate gross proceeds of at least $25 million50 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 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 TakedownTakedown as well as whether the Registrable Securities are proposed to be sold through a Holder Block Sale. Within 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 which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 3(d) 2(f)‎ below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) five Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the when an effective Shelf Registration Statement has been declared effective by is on file with the Commission, the Required Holders a Holder (such Holder being in such case, a “Demanding Holder”) may request (a “Shelf Takedown Request”) to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include (a) Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder with such Public Offering will be a total offering price reasonably expected to exceed exceed, in the aggregate (and taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), $25 million30 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 the Company at least five (a “Demand 5) business days prior to the public announcement of such Underwritten Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt The Company shall, within two (2) business days of any Demand receiving a Shelf Takedown NoticeRequest, the Company shall give written notice of such requested Underwritten Shelf Takedown to notify, in writing, all other Holders which have of such Shelf Takedown Request, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 3(d) below, shall include in such Underwritten Shelf Takedown all shall so notify the Company, in writing, within two (2) business days of receiving such notice. The Demanding Holder or participating Holder with the greatest number Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company in an Underwritten Shelf Takedown Noticeshall have the right to select any managing underwriter(s) (which shall consist of one or more reputable nationally recognized investment banks) in connection with such Underwritten Shelf Takedown, provided that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein, in no event shall the Holder request an Underwritten Shelf Takedown during their respective Lock-Up Period. No more than four (4) Shelf Takedown Requests may be made by any Demanding Holder within any twelve (12) month period. For the avoidance of doubt, the notice periods set forth in this Section 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. At Subject to Section 4.15(j), at any time and from time to time after when the Shelf Registration Statement has been declared effective by the Commissionis effective, the Required Holders each Purchaser may request to sell all or any portion of their respective Registrable Securities Shares in an underwritten Public Offering offering that is registered pursuant to the Shelf Registration Statement 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 (1) the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Shares proposed to be received by Holders sold in connection such Underwritten Shelf Takedown with such Public Offering will be a total offering price reasonably expected to exceed exceed, in the aggregate, $25 million30.0 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 the Company at least two (a “Demand 2) Business Days prior to the public announcement of such Underwritten Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Takedown, which notice shall specify the approximate number of Registrable Securities Shares proposed to be sold in the Underwritten Shelf Takedown. Within five Promptly (but in any event within two (2) Business Days Days) after receipt of any Demand a request for Underwritten Shelf Takedown NoticeTakedown, the Company shall give written notice of such requested the Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Purchasers. Such notice shall offer each other Purchaser the opportunity to include in any Underwritten Shelf Takedown Notice”such number of Registrable Shares as each such Purchaser may request in writing within five (5) andBusiness 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 provisions of Section 3(dinitial demanding Purchaser’s prior approval (which shall not be unreasonably withheld, conditioned or delayed) belowif the Company is offering any shares in such Underwritten Shelf Takedown. If the Company is not offering any shares in such Underwritten Shelf Takedown, shall include then the underwriters (and their respective roles) in such Underwritten Shelf Takedown all Registrable Securities with respect will be determined by the initial demanding Purchaser, subject to the Company’s prior approval, which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticeshall not be unreasonably withheld, conditioned or delayed.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the when an effective Shelf Registration Statement has been declared effective by is on file with the Commission, the Required Holders Sponsor or the Xxxxxx Stockholder (either of the Sponsor or the Xxxxxx Stockholder being in such case, a “Demanding Holder”) may request (a “Shelf Takedown Request”) to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include (a) Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder with such Public Offering will be a total offering price reasonably expected to exceed exceed, in the aggregate (and taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), $25 million30 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 the Company at least five (a “Demand 5) business days prior to the public announcement of such Underwritten Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt The Company shall, within two (2) business days of any Demand receiving a Shelf Takedown NoticeRequest, the Company shall give written notice of such requested Underwritten Shelf Takedown to notify, in writing, all other Holders which have of such Shelf Takedown Request, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 3(d) below, shall include in such Underwritten Shelf Takedown all shall so notify the Company, in writing, within two (2) business days of receiving such notice. The Demanding Holder or participating Holder with the greatest number Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company in an Underwritten Shelf Takedown Noticeshall have the right to select any managing underwriter(s) (which shall consist of one or more reputable nationally recognized investment banks) in connection with such Underwritten Shelf Takedown, provided that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein, in no event shall the Sponsor or the Xxxxxx Stockholder request an Underwritten Shelf Takedown during their respective Lock-Up Period. No more than four (4) Shelf Takedown Requests may be made by any Demanding Holder within any twelve (12) month period. For the avoidance of doubt, the notice periods set forth in this Section 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. At any time and from time to time after the when an effective Shelf Registration Statement has been declared effective by is on file with the Commission, the Required Sponsor Holders, the Xxxx Holders, and the Requisite Xxxx Preferred Holders, on behalf of all of the Xxxx Preferred Holders (each, a “Demanding Holder”) may request to sell all or any portion of their respective Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided in each case that the net proceeds Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder(s) with such Public Offering will be a total offering price reasonably expected to exceed exceed, in the aggregate, $25 million[•] million (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 the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within Promptly (but in any event within five (5) Business Days Days) after receipt of any Demand a request for Underwritten Shelf Takedown NoticeTakedown, the Company shall give written notice of such requested the Underwritten Shelf Takedown to all other Holders Holders. The Company shall have the right to select the underwriters for such offering (which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) andshall consist of one or more reputable nationally recognized investment banks), subject to the provisions initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Pursuant to this Section 2(a)(iv), each of Section 3(dthe Sponsor Holders may demand no more than two (2) belowUnderwritten Shelf Takedowns and the Requisite Xxxx Preferred Holders, shall include may demand, collectively, no more than two (2) Underwritten Shelf Takedowns (as applicable, the “Shelf Takedown Limit”). Notwithstanding anything to the contrary in such this Agreement, the Company may effect any Underwritten Shelf Takedown all Registrable Securities with respect pursuant to which the Company has received written requests any then effective Registration Statement, including a Form S-3, that is then available for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticesuch offering.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, the Required a Holder or a group of Holders (in such case, each, a “Demanding Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, including any Block Trade, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder(s) with such Public Offering will be a total offering price reasonably expected to exceed exceed, in the aggregate, $25 million50,000,000 (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 the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Within five Business Days after receipt of any Demand Shelf Takedown Notice, the Company shall give written notice of The Holders that requested such requested Underwritten Shelf Takedown shall have the right to all other Holders select the Underwriters for such offering (which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) andshall consist of one or more reputable nationally recognized investment banks), subject to the provisions initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed), and to agree to the pricing and other terms of Section 3(dsuch offering. The Company is not obligated to effect more than (A) belowthree Underwritten Shelf Takedowns pursuant to this subsection 2.1.3 in any 12-month period for BT Assets [, shall include in such the Phantom Equity Holders, acting individually or together, or the Management Holders, acting individually or together], and (B) one Underwritten Shelf Takedown all Registrable Securities with respect pursuant to which this subsection 2.1.3 in any 12-month period for Sponsor. Notwithstanding anything to the contrary in this Agreement, the Company has received written requests may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for inclusion therein within ten (10) Business Days after sending such offering. For the Company avoidance of doubt, any Block Trade effected pursuant to Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown Noticepursuant to subsection 2.1.3 hereof.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), provided that the net proceeds to be received by Holders in connection with such Public Offering will be reasonably expected to exceed $25 15 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to 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 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(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) five Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. At any time and from time All requests for Shelf Takedowns that the Stockholder elects to time after take the Shelf Registration Statement has been declared effective by the Commission, the Required Holders may request to sell all or any portion form of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement offering (each, an “Underwritten Shelf Takedown”), 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 the Company (a the “Demand Underwritten Shelf Takedown Notice”). Notwithstanding anything to the contrary in this Agreement, 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 Demand 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. Within five Business Days after receipt The Stockholder shall have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the delivery of any Demand Underwritten Shelf Takedown Notice, the Company shall give written notice of such requested all determinations as to whether to complete any Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject and as to the provisions timing, manner, price and other terms of Section 3(d) below, shall include in such any Underwritten Shelf Takedown all Registrable Securities with respect shall be at the discretion of the Stockholder. Notwithstanding the foregoing, the Stockholder shall be entitled to which the Company has received written requests for inclusion therein within ten effectuate no more than two (102) Business Days after sending the Company Underwritten Shelf Takedown NoticeTakedowns pursuant to this Agreement.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the CommissionSEC, the Required Sponsor or Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities may request (such requesting Holders, the “Demanding Holders”) to sell all or any portion of their Registrable Securities in an underwritten Public Offering offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds PubCo shall only be obligated to be received by Holders in connection effect an Underwritten Shelf Takedown if such offering (i) shall include securities with such Public Offering will be a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million10 million (the “Minimum Takedown Threshold”) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice PubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt Takedown and the expected price range (net of any Demand Shelf Takedown Notice, the Company shall give written notice underwriting discounts and commissions) of such requested 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), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the consent of PubCo, 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 request an Underwritten Shelf Takedown during the Lock-Up Period applicable to all other Holders which have Registrable Securities included on such Person. There shall be no limit to the number of Underwritten Shelf Registration (a “Company Shelf Takedown Notice”) andTakedowns that may be requested by any Holder, subject to the provisions first sentence of this Section 3(d3.1(c); provided that PubCo shall not be obligated to effect, or to take any action to effect, any Underwritten Shelf Takedown otherwise permitted pursuant to this Section 3.1(c) belowif PubCo has already effected an Underwritten Shelf Takedown in the preceding six (6) month period; provided, further, under no circumstances shall include 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 or all Registrable Securities held by the Sponsor (or any of its Permitted Transferees), except that a Registration shall not be counted for such purposes unless a Shelf has been initiated by the Sponsor, has become effective and all of the Registrable Securities requested by the Sponsor to be registered in such Underwritten Shelf Takedown all Registrable Securities have been sold, in accordance with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticethis Section 3.1 of this Investor Rights Agreement.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the CommissionSEC, the Required Special Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds PubCo shall only be obligated to be received by Holders in connection effect an Underwritten Shelf Takedown if such offering (i) shall include securities with such Public Offering will be a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million10 million (the “Minimum Takedown Threshold”) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice PubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt Takedown and the expected price range (net of any Demand Shelf Takedown Notice, the Company shall give written notice 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 all select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other Holders terms of such offering; provided that such selection shall be subject to the consent of PubCo, which have Registrable Securities included on such Shelf Registration (a “Company 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 request an Underwritten Shelf Takedown Notice”) andduring 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 Special Holder, subject to the provisions proviso in the first sentence of this Section 3(d) below3.1(c). For the avoidance of doubt, Underwritten Shelf Takedowns shall include in such Underwritten Shelf Takedown all underwritten block trades; provided that other Special Holders, NFL, Significant Co-Investors and Restricted Holders of Registrable Securities with respect shall have to exercise any piggy-back rights, subject in all cases, to Article IV (pro rata based on the respective then-ownership of 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 Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticeextent then known.

Requests for Underwritten Shelf Takedowns. At Subject to Section 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 Registration Statement has been declared effective by is on file with the Commission, the Required one or more Holders may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (if such Shelf has been filed by the Company) (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Shelf Requesting Holder, either individually or together with such Public Offering will be other Shelf Requesting Holders, with an aggregate offering price, net of underwriting discounts and commissions, reasonably expected to exceed at least $25 millionmillion (the “Minimum Amount”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least fifteen (15) business days prior to the planned public announcement of the Underwritten Shelf Takedown (a “Demand Shelf Takedown Notice”). Each Demand , which 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. Within five Business Days (5) 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 which have of Registrable Securities included on such Shelf Registration (a the “Company Shelf Takedown Notice”) andand 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 3(d) below2.2.4, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities with respect of such Shelf Requesting Holder. Subject to which Section 2.5.4, the Company has received written requests shall have the right to select the Underwriters for inclusion therein within ten such offering (10) Business Days after sending which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Shelf Demanding Holder’s prior approval (which shall not be 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 in this Agreement, the Company Shelf Takedown Noticemay 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. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), 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 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 TakedownTakedown and whether the Registrable Securities are proposed to be sold through a Holder Block Sale (as defined below). Within 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 which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 3(d) ‎3(e)‎ below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) five Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the when an effective Shelf Registration Statement has been declared effective by is on file with the Commission, any one or more Legacy SmartRent Equityholders or one or more Sponsor Equityholders (any of the Required Holders Legacy SmartRent Equityholders or the Sponsor Equityholders being, in such case, a “Demanding Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided in each case that the net proceeds Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder(s) with such Public Offering will be a total offering price reasonably expected to exceed exceed, in the aggregate, fifty million dollars ($25 million50,000,000) (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days Promptly (but in any event within ten (10) days) after receipt of any Demand a request for Underwritten Shelf Takedown NoticeTakedown, the Company shall give written notice of such requested the Underwritten Shelf Takedown to all other Holders Holders. Subject to Section 2.4(d), the Company shall have the right to select the Underwriters for such offering (which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) andshall consist of one or more reputable nationally recognized investment banks), subject to the provisions of initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Legacy SmartRent Equityholders, on the one hand, and the Sponsor Equityholders, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 3(d2.1(d) belowin any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, shall include in such the Company may effect any Underwritten Shelf Takedown all Registrable Securities with respect pursuant to which any then effective Registration Statement, including the Company has received written requests Form S-3 Shelf, that is then available for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticesuch offering.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, the Required Holders Sponsor or any Pre-Closing Requesting Stockholder may request to sell all or any portion of their its Registrable Securities in an underwritten Public Offering offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds PubCo shall only be obligated to be received by Holders in connection effect an Underwritten Shelf Takedown if such offering shall include either (x) securities with such Public Offering will be a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million25,000,000 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 the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice PubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Within five Business Days after receipt of any Demand Shelf Takedown Notice, the Company shall give written notice of such The Holders that 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(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to 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 Company has received written requests Pre-Closing Holder Requesting Stockholders (on a collective basis) may demand four Underwritten Shelf Takedowns each fiscal year; provided, that no demand for inclusion therein within ten (10) Business Days after sending the Company an Underwritten Shelf Takedown Noticemay be made prior to 45 days following the consummation of another Underwritten Shelf Takedown.

Requests for Underwritten Shelf Takedowns. At Subject to Section 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 Registration Statement has been declared effective by Commission the CommissionSponsor or a Target Holder (any of the Sponsor or a Target Holder being in such case, the Required Holders a “Demanding Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder, either individually or together with such Public Offering will be other Demanding Holders, with a total offering price reasonably expected to exceed exceed, in the aggregate, at least $25 million. All 20 million (the “Minimum Takedown Threshold”).All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the requested pricing date of the requested underwritten offering. The Company will keep the Holders reasonably apprised of Underwritten Shelf Takedown, with respect to which a piggyback opportunity is available, or any Underwritten Shelf Takedown. Within five Business Days after receipt Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of any Demand Shelf Takedown Noticethese discussions. Subject to Section 2.3(d), the Company shall give written notice have the right to select the Underwriters for such offering (which shall consist of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) andone or more reputable, nationally recognized investment banks), subject to the provisions initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor and the Target Holders may each demand not more than a total of Section 3(dthree (3) belowUnderwritten Shelf Takedowns, shall include for an aggregate of not more than six (6) Underwritten Shelf Takedowns pursuant to this Agreement, and in such any event not more than one (1) Underwritten Shelf Takedown all Registrable Securities with respect each during any period of twelve (12) consecutive months. Any demands for a registered offering or takedown will be subject to which 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 has received written requests may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticesuch offering.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the a Shelf Registration Statement filed pursuant to Section 2.3 has been declared effective by the Commission, the Required Holders may Holder may, if participating in any Shelf Registration, request to sell all or any portion of their its Registrable Securities Shares in an underwritten Public Offering offering that is registered pursuant to the Shelf Registration Statement Registration, (each, an “Underwritten Shelf Takedown”); provided, provided that in the net proceeds case of each such Underwritten Shelf Takedown, the Holder will be entitled to make such demand only if the total offering price of the Registrable Securities to be received by Holders sold in connection with such Public Offering will be offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed exceed, in the aggregate, $25 million1,000,000. An Underwritten Shelf Takedown shall count against the allocation of Demand Registrations set forth in Section 2.1.2. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a the “Demand Shelf Takedown Notice”)) at least 15 days prior to the proposed date of such Underwritten Shelf Takedown. Each Demand Shelf Takedown Notice shall specify (i) the approximate type and number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown; and (ii) the intended method or methods and plan of disposition thereof. Within five Business Days after receipt In such event, the right of any Demand Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown holder to all other Holders which have include its Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 3(d) below, shall include in such Underwritten Shelf Takedown all shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities with respect in the underwriting. All holders proposing to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company distribute their Registrable Securities through such Underwritten Shelf Takedown Noticeshall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the Holder.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the a Shelf Registration Statement has been declared effective by or, in the case of an Automatic Shelf Registration Statement, filed with, the Commission, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, provided that the net proceeds Company will not be required to take any action pursuant to this Section 2(d) if (A) 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 received by Holders in connection with included therein at the time thereof or within 30 calendar days thereafter or (B) such Public Offering will be reasonably Underwritten Shelf Takedown is not expected to exceed yield aggregate gross proceeds of at least $25 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to 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 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(d2(f) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten five (105) Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the CommissionSEC, the Required Holders Holders, may request to sell all or any portion of their Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds PubCo shall only be obligated to be received by Holders in connection effect an Underwritten Shelf Takedown if such offering (i) shall include securities with such Public Offering will be a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million25,000,000 (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 the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice PubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt Takedown and the expected price range (net of any Demand Shelf Takedown Notice, the Company shall give written notice 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 to all other Holders which have (the “Demanding Holders”) holding a majority in interest of the Registrable Securities included on to be registered pursuant to such Shelf Registration (a “Company Underwritten Shelf Takedown Notice”shall have the right to select the Underwriters for such offering (which shall consist of one (1) andor more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the consent of PubCo, 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 request an Underwritten Shelf Takedown during the Lock-Up Period applicable to such Person. No Holder may request any Underwritten Shelf Takedown more than two (2) times in any twelve (12) month period, subject to the provisions proviso in the first sentence of this Section 3(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice2.1(c).

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the when an effective Shelf Registration Statement has been declared effective by is on file with the Commission, subject to the Required provisions of Section 2.1.5, Section 2.4 and Section 3.4, a Priority Holder or a group of Priority Holders (such Priority Holder or group of Priority Holders being in such case, a “Demanding Holder”) may make a written request (a “Shelf Takedown Request”) to sell all or any portion of its, his or their Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the a Shelf Registration Statement in accordance with Section 2.1.1 (each, an “Underwritten Shelf Takedown”); provided, provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection with such Public Offering will be the Demanding Holder representing total gross offering proceeds reasonably expected to exceed exceed, in the aggregate (and taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), twenty-five million dollars ($25 million25,000,000) (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten (a “Demand 10) business days prior to the public announcement of such Underwritten Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt The Company shall, within two (2) business days of any Demand receiving a Shelf Takedown NoticeRequest, the Company shall give written notice of such requested Underwritten Shelf Takedown to notify, in writing, all other Holders which have of such Shelf Takedown Request, and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 3(d) below, shall include in such Underwritten Shelf Takedown all (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 inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to 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 respect to which the Underwriter(s) selected for such Underwritten Shelf Takedown by the Demanding Holders initiating such Underwritten Shelf Takedown. Notwithstanding the foregoing, the Company has received written requests for inclusion therein 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 ten ninety (1090) Business Days calendar days after sending the closing of an Underwritten Offering, Block Trade or Other Coordinated Offering. The 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 recognized investment banks) in connection with such Underwritten Shelf Takedown; provided, that such selection shall be subject 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 herein, in no event shall any Holder request an Underwritten Shelf Takedown Noticeduring their respective Lock-up Period. For the avoidance of doubt, the provisions of this Section 2.1.4 shall not apply to 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 Request and effect an Underwritten Offering.

Requests for Underwritten Shelf Takedowns. At Subject to Section ‎3.4, at any time and from time to time after the when an effective Shelf Registration Statement has been declared effective by is on file with the Commission, the Required Holders Sponsor, an Investor Holder or a NioCorp Holder (any of the Sponsor, an Investor Holder or a NioCorp Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Demanding Holder, either individually or together with such Public Offering will be other Demanding Holders, with a total offering price reasonably expected to exceed exceed, in the aggregate, $25 million50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which 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 NoticeSubject to Section ‎2.4.4, the Company shall give written notice have the right to select the Underwriters for such offering (which shall consist of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) andone or more reputable nationally recognized investment banks), subject to the provisions of initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor, the Investor Holders and the NioCorp Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 3(d‎2.1.4, provided that the Company is not obligated to effect (x) below, shall include in such more than three (3) Underwritten Shelf Takedowns per year or (y) an Underwritten Shelf Takedown all within ninety (90) 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. If the Company shall have filed and obtained a receipt from a Canadian Securities Authorities in one or more Canadian jurisdictions in respect a (final) base shelf prospectus (a “Canadian Shelf Prospectus”) which may validly qualify the offering in such Canadian jurisdictions of the Registrable Securities that the Demanding Holder is requesting to sell pursuant to this Section ‎2.1.4 at the time such request is made, the Demanding Holder shall be entitled to request that such Canadian Shelf Prospectus also qualify the offering of such Registrable Securities (whether or not same would constitute a “distribution” subject to the prospectus requirement for purposes of applicable Canadian Securities Laws), and, in such instance, the terms and conditions of this Agreement shall apply mutatis mutandis consistent with respect generally accepted Canadian practice to which such Canadian Shelf Prospectus, any supplement thereto and the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticeoffering of Registrable Securities thereunder.

Requests for Underwritten Shelf Takedowns. At Subject to Section 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 Registration Statement has been declared effective by is on file with the Commission, the Required one or more Holders may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders in connection the Shelf Requesting Holder, either individually or together with such Public Offering will be other Shelf Requesting Holders, with an aggregate offering price, net of underwriting discounts and commissions, reasonably expected to exceed at least $25 millionmillion (the “Minimum Amount”). 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 the Underwritten Shelf Takedown (a “Demand Shelf Takedown Notice”). Each Demand , which 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. Within five Business Days (5) 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 which have of Registrable Securities included on such Shelf Registration (a the “Company Shelf Takedown Notice”) andand 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 3(d) below2.2.4, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities with respect of such Shelf Requesting Holder. Subject to which Section 2.5.4, the Company has received written requests shall have the right to select the Underwriters for inclusion therein within ten such offering (10) Business Days after sending which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Shelf Demanding Holder’s prior approval (which shall not be 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 in this Agreement, the Company Shelf Takedown Notice.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 this Agreement, the IPO Underwriters may demand an Underwritten Offering pursuant to this Section 2.1.4

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the a Shelf Registration Statement has been declared effective by the Commission, the Required Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be received sold by Holders the Demanding Holders, in connection the aggregate, with such Public Offering will be a total offering price (including piggyback Registrable Securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million30,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Within five Business Days after receipt of The Company shall include in any Demand Underwritten Shelf Takedown Noticethe 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 give written notice of have the right to select the Underwriter or Underwriters for such requested Underwritten Shelf Takedown to all other Holders (which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) andshall consist of one or more reputable nationally recognized investment banks), subject to the provisions majority-in-interest of Section 3(dthe Demanding Holders’ approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders may each demand not more than two (2) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect Takedowns pursuant to which this subsection ‎2.2.1 in any twelve (12)-month period. Notwithstanding anything to the contrary in this Agreement, the Company has received written requests may effectuate any Underwritten Offering pursuant to any then effective Registration Statement, including a Form F-3, that is then available for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice.such offering

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ) provided that the net proceeds to be received by Holders in connection with such Public Offering will be reasonably expected to exceed $25 20 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to 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 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(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. At Following the expiration of the Lock-up Period and subject to Section 3.04, at any time and from time to time after the when an effective Shelf Registration Statement has been declared effective by is on file with the Commission, the Required Holders Sponsor, or any other Holder (Sponsor or any such Holder being in such case a “Demanding Holder”) may request to sell all or any portion of their its Registrable Securities in an underwritten Public 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 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 net proceeds 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 be received by Holders 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 connection with such Public Offering will be reasonably expected order to exceed $25 millionfacilitate 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 the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which 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 Notice, the The Company shall give written notice have the right to select the Underwriters for such offering (which shall consist of such requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) andone or more reputable nationally recognized investment banks), subject to the provisions of Section 3(d) belowinitial Demanding Holder’s prior approval (which shall not be unreasonably withheld, shall include in such conditioned or delayed). The Holders collectively may demand Underwritten Shelf Takedown all Registrable Securities with respect Takedowns and Block Trades pursuant to which this Section 2.01(c) (i) 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 in this Agreement, the Company has received written requests may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Noticesuch offering. 2 Note to draft: Amount to be determined on post-Closing market cap and pro forma capitalization table.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, the Required Holders Sponsor or any Xxxxxxx Leisure Requesting Shareholders may request to sell all or any portion of their its Registrable Securities in an underwritten Public Offering offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds Company shall only be obligated to be received by Holders in connection effect an Underwritten Shelf Takedown if such offering shall include securities with such Public Offering will be a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million10.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Within During an Excess Scenario, (i) Sponsor or any of its assignees must provide five Business Days after receipt of (5) business days’ written notice to the Xxxxxxx Leisure Shareholders and their transferee Holders prior to any Demand Underwritten Shelf Takedown Noticerequested 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 give written notice add such the number of Registrable Securities that the Xxxxxxx Leisure Shareholders and their transferee Holders desire to sell to such requested Underwritten Shelf Takedown. If an Underwritten Shelf Takedown to all other is effected in the manner described in the foregoing sentence, the Xxxxxxx Leisure Shareholders and their transferee Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 3(d) below, shall include participating in such Underwritten Shelf Takedown all Registrable Securities with respect shall be deemed to which be Demanding Holders, and the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Sponsor and its transferee Holders participating in such Underwritten Shelf Takedown Noticeshall 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 recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. The Sponsor may demand three Underwritten Shelf Takedowns 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. At any time and from time to time after the Shelf Registration Statement has been declared effective by the CommissionSEC, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”), ; provided that the net proceeds PubCo shall only be obligated to be received by Holders in connection effect an Underwritten Shelf Takedown if such offering (i) shall include securities with such Public Offering will be a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed exceed, in the aggregate, $25 million25,000,000 (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 the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice PubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt Takedown and the expected price range (net of any Demand Shelf Takedown Notice, the Company shall give written notice 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 to all other Holders which have (the “Demanding Holders”) holding a majority in interest of the Registrable Securities included on to be registered pursuant to such Shelf Registration (a “Company Underwritten Shelf Takedown Notice”shall have the right to select the Underwriters for such offering (which shall consist of one (1) andor more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the consent of PubCo, 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 request an Underwritten Shelf Takedown during the Lock-Up Period applicable to such Person. No Holder may request any Underwritten Shelf Takedown more than two (2) times in any twelve (12) month period, subject to the provisions proviso in the first sentence of this Section 3(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice2.1(c).

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the CommissionSEC, the Required Special Holders may request (each, a “Shelf Takedown Request”) to sell all or any portion of their Registrable Securities in an underwritten Public Offering 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 (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 net proceeds Sponsor Representative as representative of the TVAC Holders, shall apply to be received all Registrable Securities then held by Holders in connection with such Public Offering will be reasonably expected to exceed $25 millionthe TVAC Holders. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range of such Underwritten Shelf Takedown. Within five Business Days after receipt of any Demand Shelf Takedown NoticeSubject to Section 2.4.4, the Company shall give written notice of Special Holders that requested such requested Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to all select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other Holders terms of such offering; provided that such selection shall be subject to the consent of the Company, which have Registrable Securities included on such Shelf Registration (a “Company consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein, in no event shall any Special Holder or any Transferee thereof request an Underwritten Shelf Takedown Notice”) andduring the TVAC Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may be. There shall be no limit to the number of Underwritten Shelf Takedowns that may be requested by any Special Holder, subject to the provisions proviso in the first sentence of this Section 3(d) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice2.1.3.

Requests for Underwritten Shelf Takedowns. At any time and from time to time after the a Shelf Registration Statement has been declared effective by the Commission, the Required Member Holders sufficient to request a Demand Registration pursuant to Section 2.2 participating in any Shelf Registration may request to sell all or any portion of their Registrable Securities Shares in an underwritten Public Offering offering that is registered pursuant to the Shelf Registration Statement Registration, (each, an “Underwritten Shelf Takedown”), ; provided that in the net proceeds case of each such Underwritten Shelf Takedown, the Member Holders requesting such Underwritten Shelf Takedown will be entitled to make such demand only if the total offering price of the Registrable Securities to be received by Holders sold in connection with such Public Offering will be offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed exceed, in the aggregate, $25 million5,000,000. An Underwritten Shelf Takedown shall count against the allocation of Demand Registrations set forth in Section 2.2.2. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company Parent (a the “Demand Shelf Takedown Notice”)) at least 15 days prior to the proposed date of such Underwritten Shelf Takedown. Each Demand Shelf Takedown Notice shall specify (i) the approximate type and number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown; and (ii) the intended method or methods and plan of disposition thereof. Within five Business Days after receipt In such event, the right of any Demand Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown holder to all other Holders which have include its Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 3(d) below, shall include in such Underwritten Shelf Takedown all shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities with respect in the underwriting. All holders proposing to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company distribute their Registrable Securities through such Underwritten Shelf Takedown Noticeshall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the Initial Requesting Holders.