Common use of Requests for Underwritten Shelf Takedowns Clause in Contracts

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at any time and from time to time when an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) 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. Subject At any time and from time to Section 3.04time, the Sponsor and any Pre-Closing Holder Requesting Stockholder and, at any time and from time to time when an after the Searchlight Shelf has been declared effective Shelf is on file with by the Commission, SponsorSearchlight, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); , provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, (1) in the case of the Sponsor or any Pre-Closing Holder Requesting Stockholder, $20 million 25,000,000 or (2) in the case of Searchlight, $5,000,000, or (y) all remaining Registrable Securities held by the requesting Holder (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company 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 Demanding HolderPubCo’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). SponsorThe Sponsor may demand four Underwritten Shelf Takedowns each fiscal year, any other Existing Searchlight may demand four Underwritten Shelf Takedowns each fiscal year and the Pre-Closing Holder and any New Holder Requesting Stockholders (on a collective basis) may demand four Underwritten Shelf Takedowns each fiscal year; provided, that no demand not more than one (1) for an Underwritten Shelf Takedown pursuant may be made prior to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to 45 days following the contrary in this Agreement, the Company may effect any consummation of another Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringShelf Takedown.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsor, any other Existing Holder a majority-in-interest of the Founder Holders and any New Holder Holders of at least fifteen percent (any 15%) of the then-outstanding number of Registrable Securities may request (such Holder being in such case a requesting Holders, the “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 10 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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. The Company 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 Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. 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 Company Lock-Up Period applicable to such Person. There shall be no limit to the number of Underwritten Shelf Takedowns that may effect be requested by any Holder, subject to the first sentence of this Section 3.1(c); provided that PubCo shall not be obligated to effect, or to take any action to effect, any Underwritten Offering Shelf Takedown otherwise permitted pursuant to this Section 3.1(c) if PubCo has already effected an Underwritten Shelf Takedown in the preceding six (6) month period; provided, further, under no circumstances shall PubCo be obligated to effect more than an aggregate of three (3) Registrations pursuant to an Underwritten Shelf Takedown under this subsection 3.1(c) with respect to any then effective or all Registrable Securities held by the Founder Holders (or any of their Permitted Transferees), except that a Registration Statement, including a Form S-3, that is then available shall not be counted for such offering.purposes unless a Shelf has become effective and all of the Registrable Securities requested by the Demanding Holders who are Founder Holders to be registered in such Underwritten Shelf Takedown have been sold, in accordance with this Section 3.1 of this Investor Rights Agreement..

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the Commission, Sponsor, the Sponsor or any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) Pre-Closing Requesting Stockholder may request to sell all or any portion of its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 25,000,000 million or (y) all remaining Registrable Securities held by the requesting Holder (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company 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 Demanding HolderPubCo’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). SponsorThe Sponsor may demand four Underwritten Shelf Takedowns each fiscal year and the Pre-Closing Holder Requesting Stockholders (on a collective basis) may demand four Underwritten Shelf Takedowns each fiscal year; provided, any other Existing Holder and any New Holder may each that no demand not more than one (1) for an Underwritten Shelf Takedown pursuant may be made prior to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to 45 days following the contrary in this Agreement, the Company may effect any consummation of another Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringShelf Takedown.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsorthe Special Holders may request (each, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding HolderShelf Takedown Request”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (exclusive of piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 10.0 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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company any request for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first an Underwritten Shelf Takedown pursuant to occur after this clause (ii) made by the date of this Agreement) prior to the day such offering is to commence and the Company shall Sponsor Representative as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation representative of the registration statementFounder Holders, prospectus, prospectus supplement and other offering documentation related shall apply to all Registrable Securities then held by the Bought DealFounder Holders. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range of such Underwritten Shelf Takedown, provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 3.3. The Company Special Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one 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 Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary herein, in no event shall any Special Holder or any Transferee thereof request an Underwritten Shelf Takedown during the Lock-Up Period. There shall be no limit to the number of Underwritten Shelf Takedowns that may be requested by any Special Holder, subject to the proviso in the first sentence of this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringSection 4.1(c).

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4, following the expiration of the applicable Lock-Up Period, at any time and from time to time when an effective Shelf is on file with the Commission, Sponsor, any other Existing an AMCI Holder and any New or a Key Holder (any such of an AMCI Holder or a Key Holder being in such case case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to such Shelf, including a Block Trade or Other Coordinated Offering, but only to the Shelf extent such Block Trade or Other Coordinated Offering qualifies as an Underwritten Offering (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an anticipated aggregate offering price reasonably expected to exceedprice, in the aggregatenet of underwriting discounts and commissions, of at least $20 million 80,000,000 (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company initial Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). SponsorPromptly (but in any event within 10 days) after receipt of a request for an Underwritten Shelf Takedown, any other Existing Holder and any New Holder may each demand not more than one (1) the Company shall give written notice of the Underwritten Shelf Takedown pursuant to this all other Holders of Registrable Securities and, subject to the provisions of Section 2.01(c) 2.1.5, shall include in any twelve (12) month periodsuch Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five business days after sending such notice to Holders, or, in the case of a Block Trade or Other Coordinated Offering, as provided in Section 2.4. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a on Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when so long as there is an effective Shelf is on file with the CommissionSEC, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Special Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including securities to be sold pursuant to Section 2.2 hereof) and before deduction of underwriting discount) reasonably expected to exceed, in the aggregate, $20 10.0 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute material non-public information. The Company Special Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the Demanding Holder’s prior approval (consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding anything to the contrary contained in this Agreement, in no event shall any other Existing Special Holder and or any New Holder Transferee thereof request an Underwritten Shelf Takedown during the Lock-Up Period applicable to such Person. The Special Holders, collectively, may each demand not more than one two (12) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any Takedowns per twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering. The Special Holders hereby agree that all rights to participate in an Underwritten Shelf Takedown will be subject to Section 2.6. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades.

Requests for Underwritten Shelf Takedowns. (i) Subject to the requirements set forth in Section 3.043.1(d)(iv), at any time and from time to time when an after the Shelf has become or been declared effective Shelf is on file with by the Commission, SponsorSEC, any other Existing Holder and any New Holder or Holders (any such Holder being in such case Holders collectively, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or . (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks), subject to the Demanding Holder’s prior approval ) will be determined by PubCo. (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1iii) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary contained in this Agreement, the Company may effect in no event shall any Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Offering Shelf Takedown with respect to any Holder or any Transferee thereof) during the Lock-Up Period with respect to the Lock-Up Shares applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (A) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $200 million (the “Minimum Takedown Threshold”) or (B) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Holders may demand no more than three Underwritten Shelf Takedowns pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringthis Section 3.1(d).

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Special Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (exclusive of piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 10.0 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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company any request for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first an Underwritten Shelf Takedown pursuant to occur after this clause (ii) made by the date of this Agreement) prior to the day such offering is to commence and the Company shall Sponsor Representative as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation representative of the registration statementFounder Holders, prospectus, prospectus supplement and other offering documentation related shall apply to all Registrable Securities then held by the Bought DealFounder Holders. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown, provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.4. The Company Special Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Special Holder or any Transferee thereof request an Underwritten Shelf Takedown during the Company Lock-Up Period. There shall be no limit to the number of Underwritten Shelf Takedowns that may effect be requested by any Underwritten Offering pursuant Special Holder, subject to any then effective Registration Statement, including a Form S-3, that is then available for such offeringthe proviso in the first sentence of this Section 3.1(c).

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4, 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 is on file with the Commission, Sponsorone or more SPAC Holders or one or more Above Food Holders, any other Existing Holder and any New Holder or their respective Permitted Transferee (any such Holder of the SPAC Holders or Above Food Holders or respective Permitted Transferees being in such case case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total an aggregate offering price price, net of underwriting discounts and commissions, reasonably expected to exceed, in the aggregate, exceed at least $20 50 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least 48 hours prior to the public announcement of the Underwritten Shelf Takedown (a “Shelf Takedown Notice”), 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. The Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). SponsorThe Sponsor and other SPAC Holders (and their respective Permitted Transferees), any other Existing Holder and any New Holder as a group, may each demand not more than one (1) Underwritten Shelf Takedown and the Above Food Holders (and their Permitted Transferees), as a group, may demand not more than three (3) Underwritten Shelf Takedowns, in each case, pursuant to this Section 2.01(c) 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any consummate an Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3F-3, that is then available for such offering. Notwithstanding anything to the contrary in this Agreement, EarlyBird may demand an Underwritten Shelf Takedown pursuant to this Section 2.1.4 in only one (1) occasion and only during the period commencing on the date of this Agreement and ending on February 11, 2026, and, thereafter, will no longer have any rights under this Section 2.1.4.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4, 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 is on file with the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) one or more Holders may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Shelf Requesting Holder, either individually or together with other Demanding Shelf Requesting Holders, with a total an aggregate offering price price, net of underwriting discounts and commissions, reasonably expected to exceed, in the aggregate, exceed at least $20 50 million (the “Minimum Takedown ThresholdAmount”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least ten (10) business days prior to the public announcement of the Underwritten Shelf Takedown (a “Shelf Takedown Notice”), 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. The Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Underwritten Shelf Takedown (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown, a “Shelf Requesting Holder”) shall so notify the Company of its intent to participate in such Underwritten Shelf Takedown, in writing, within three (3) business days after the receipt by such Holder of the Company Shelf Takedown Notice. Upon receipt by the Company of any such written notification from a Shelf Requesting Holder to the Company, subject to the provisions of Section 2.1.5, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities of such Shelf Requesting Holder. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding initial Shelf Requesting Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder The Holders may each collectively demand not more than one two (12) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c) 2.1.4 in any twelve 12-month period (12) month periodthe “Registration Cap”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any consummate an Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the Commission, Sponsor, the Sponsor or any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) Pre-Closing Requesting Stockholder may request to sell all or any portion of its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 million 25,000,000 or (y) all remaining Registrable Securities held by the requesting Holder (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company 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 Demanding HolderPubCo’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). SponsorThe Sponsor may demand four Underwritten Shelf Takedowns each fiscal year and the Pre-Closing Holder Requesting Stockholders (on a collective basis) may demand four Underwritten Shelf Takedowns each fiscal year; provided, any other Existing Holder and any New Holder may each that no demand not more than one (1) for an Underwritten Shelf Takedown pursuant may be made prior to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to 45 days following the contrary in this Agreement, the Company may effect any consummation of another Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringShelf Takedown.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.5, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, Sponsor, any other Existing Holder and any New a Holder (any such Holder being in such case a “Demanding Takedown Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Takedown Holder, either individually or together with other Demanding Takedown Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 25.0 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company initial Takedown Holder(s) shall (A) have the right to determine the plan of distribution, the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees and other financial terms and (B) select the Underwriters for such offering investment banker(s) and manager(s) to administer the offering, including the lead managing underwriter(s) (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed)) and one firm of legal counsel to represent all of the Holders, in connection with such Underwritten Shelf Takedown. Sponsor, any other Existing Holder and any New No Holder may each demand not more than one two (12) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c2.1.4 (together with any Underwritten Demands pursuant to Section 2.2.2) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4, at any time and from time to time when an effective Shelf is on file with the Commission, KLP, the Sponsor, any other Existing Holder and any New the Director Holders, the Advisor Holders or a Pear Holder (any such Holder being in such case holder, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with Section 2.1.1 or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 (each, an “Underwritten Shelf Takedown”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall, within ten (10) Business Days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company; provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, at least $20 15 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 or if the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed across the first notice and the responses add up to be sold in the Underwritten Shelf Takedownthat Minimum Takedown Threshold. The Company shall have the right Subject to select 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 Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor, any other Existing Holder KLP, the Director Holders, the Advisor Holders and any New Holder the Pear Holders may each demand not more than one (1) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c2.1.4 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. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Special Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 10 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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. The Company Special Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any Special Holder or any Transferee thereof request an Underwritten Shelf Takedown during the Company Lock-Up Period applicable to such Person. There shall be no limit to the number of Underwritten Shelf Takedowns that may effect be requested by any Special Holder, subject to the proviso in the first sentence of this Section 3.1(c). For the avoidance of doubt, Underwritten Offering pursuant Shelf Takedowns shall include underwritten block trades; provided that other Special Holders, NFL, Significant Co-Investors and Restricted Holders of Registrable Securities shall have to exercise any piggy-back rights, subject in all cases, to Article IV (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 extent then effective Registration Statement, including a Form S-3, that is then available for such offeringknown.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4 and any applicable Lock-up, at any time and from time to time when an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New Commission the Sponsor or a Target Holder (any such of the Sponsor or a Target Holder being in such case case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, at least $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All Threshold”).All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the 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. The Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of these discussions. Subject to Section 2.3(d), the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable reputable, nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder The Sponsor and any New Holder the Target Holders may each demand not more than a total of three (3) Underwritten Shelf Takedowns, for an aggregate of not more than six (6) Underwritten Shelf Takedowns pursuant to this Agreement, and in any event not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in each during any period of twelve (12) consecutive months. Any demands for a registered offering or takedown will be subject to the constraints of any applicable Lock-up, and such demand must be deferred until such constraints no longer apply. The Company shall not be required to effect more than one (1) Underwritten Shelf Takedown during any six (6) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Subject All requests for Shelf Takedowns that the Shareholder elects to Section 3.04take the form of an underwritten offering (for the avoidance of doubt, at any time whether conducted on a firm commitment or “best efforts” basis and from time to time when an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”whether or not marketed) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which Company (the “Underwritten Shelf Takedown Notice”) not later than ten (10) Business Days prior to the proposed effective date of the Underwritten Shelf Takedown. Each Underwritten Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown, the Shareholder’s proposed timing for such Underwritten Shelf Takedown and, to the extent practicable and applicable, the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Shareholder shall have the right to select the Underwriters for investment banker(s) and manager(s) to administer the offering, provided such offering (which shall consist of one or more reputable nationally recognized investment banks)banker(s) and manager(s) are reasonably approved by the Company, subject such approval not to the Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the information contained in any Underwritten Shelf Takedown Notice, all determinations as to whether to commence or complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown shall be at the sole discretion of the Shareholder, subject, in each case, to the terms and conditions of this Agreement, including without limitation Section 1(h). SponsorNotwithstanding the foregoing, without limiting any other Existing Holder and any New Holder may each demand not of the Company’s obligations under Section 1(c) (including, for the avoidance of doubt, with respect to so-called “bring-down”-related requests from the applicable Underwriter), the Shareholder shall be entitled to effectuate no more than one three (13) Underwritten Shelf Takedown pursuant to this Section 2.01(c) Takedowns in any twelve (12) month period. Notwithstanding anything 12)-month period pursuant to the contrary in this Agreement. For the avoidance of doubt, an Underwritten Shelf Takedown withdrawn at any time before the Company may effect any filing of the applicable Prospectus or Prospectus supplement shall not constitute an effectuated Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringShelf Takedown.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Special Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 50 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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information and shall not be disclosed to any third party (other than any Affiliate, Representative, limited partner or shareholder of such Special Holder), unless (a) such information becomes known to the public through no fault of such Special Holder or (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Entity. The Company Special Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding anything to the contrary contained in this Registration Rights Agreement, in no event shall any other Existing Special Holder and or any New Holder Transferee thereof request an Underwritten Shelf Takedown during the Lock-Up Period applicable to such Person. The Special Holders may each demand not more than one two (12) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c2.1(c) in any twelve (12) month period. Notwithstanding anything , subject to the contrary proviso in the first sentence of this AgreementSection 2.1(c). For the avoidance of doubt, the Company may effect Underwritten Shelf Takedowns shall include underwritten block trades; provided that other Special Holders with Registrable Securities shall have to exercise any Underwritten Offering pursuant to piggy-back rights on any then effective Registration Statement, including a Form S-3, that is then available for such offering.block trade no later than twenty four (24) hours following receipt of any written notice regarding such

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsorthe Special Holders may request (each, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding HolderShelf Takedown Request”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (exclusive of piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 20.0 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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company any request for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first an Underwritten Shelf Takedown pursuant to occur after this clause (ii) made by the date of this Agreement) prior to the day such offering is to commence and the Company shall Sponsor Representative as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation representative of the registration statementTVAC Holders, prospectus, prospectus supplement and other offering documentation related shall apply to all Registrable Securities then held by the Bought DealTVAC Holders. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range of such Underwritten Shelf Takedown. The Company Subject to Section 2.4.4, the Special Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the Demanding Holder’s prior approval (consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary herein, in no event shall any Special Holder or any Transferee thereof request an Underwritten Shelf Takedown during 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 proviso in the first sentence of this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringSection 2.1.3.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4, at any time following the expiration of the applicable Lock-Up Period, the Sponsor and from time to time when an effective Shelf is on file with the CommissionSignificant Company Holders (each, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Takedown Requesting Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggy-back securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II10,000,000, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible is eligible to use commercially reasonable efforts to facilitate the Registration Statement for such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought DealUnderwritten Shelf Takedown. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown (the “Takedown Request Notice”). The Takedown Request Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five (5) calendar days after receipt of any Takedown Request Notice, the Company shall give written notice of the requested Underwritten Shelf Takedown (the “Takedown Offer Notice”) to all other Holders and, subject to the provisions of Section 2.2.4 hereof, shall include in the Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) calendar days after sending the Takedown Offer Notice, pursuant to written contractual piggy-back registration rights of such holder (including to those set forth herein). The Company Sponsor shall have the right to select the Underwriters underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder The Sponsor and any New Holder the Significant Company Holders may each demand not more than one two (12) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c) 2.2.3 in any twelve six (12) month 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. Subject to Section 3.04, at At any time and from time to time when an after the Shelf Registration Statement has been declared effective Shelf is on file with by the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Required Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); ) provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed net proceeds to be sold received by the Demanding Holder, either individually or together Holders in connection with other Demanding Holders, with a total offering price such Public Offering will be reasonably expected to exceed, in the aggregate, exceed $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Dealmillion. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which 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. The 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 the right to select the Underwriters for Registrable Securities included on such offering Shelf Registration (which shall consist of one or more reputable nationally recognized investment banks)a “Company Shelf Takedown Notice”) and, subject to the Demanding Holder’s prior approval (which provisions of Section 3(d) below, shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) include in such Underwritten Shelf Takedown pursuant all Registrable Securities with respect to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, which the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available has received written requests for such offeringinclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4, 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 is on file with the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) one or more Holders may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Shelf Requesting Holder, either individually or together with other Demanding Shelf Requesting Holders, with a total an aggregate offering price price, net of underwriting discounts and commissions, reasonably expected to exceed, in the aggregate, exceed at least $20 25 million (the “Minimum Takedown ThresholdAmount”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least 48 hours prior to the public announcement of the Underwritten Shelf Takedown (a “Shelf Takedown Notice”), 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. The Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Underwritten Shelf Takedown (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown, a “Shelf Requesting Holder”) shall so notify the Company of its intent to participate in such Underwritten Shelf Takedown, in writing, within five (5) business days after the receipt by such Holder of the Company Shelf Takedown Notice. Upon receipt by the Company of any such written notification from a Shelf Requesting Holder to the Company, subject to the provisions of Section 2.2.4, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities of such Shelf Requesting Holder. Subject to Section 2.5.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Shelf Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Any Underwritten Shelf Takedown effected pursuant to this Section 2.01(c) in any twelve (12) month period2.1.4 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 may effect any consummate an Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3F-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. Subject Following the expiration of the Lock-up Period and subject to Section 3.04, at any time and from time to time when an effective Shelf is on file with the Commission, Sponsor, or any other Existing Holder and any New Holder (Sponsor or any such Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 [●]2 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten five (105) business days (or twenty ten (2010) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder The Holders collectively may each demand not more than one (1) Underwritten Shelf Takedown Takedowns and Block Trades pursuant to this Section 2.01(c) (i) not more than two (2) times in any twelve (12) month periodperiod (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 may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering. 2 Note to draft: Amount to be determined on post-Closing market cap and pro forma capitalization table.

Requests for Underwritten Shelf Takedowns. Subject All requests for Shelf Takedowns that the Stockholder elects to Section 3.04, at any time and from time to time when take the form of an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf underwritten offering (each, an “Underwritten Shelf Takedown”) shall be made by giving written notice to the Company (the “Underwritten Shelf Takedown Notice”); provided that . 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 Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, exceed $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold 50,000,000 or (iiy) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Securities. Each Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Stockholder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks)banker(s) and manager(s) to administer the offering, subject to the Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding the delivery of any Underwritten Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other Existing Holder and terms of any New Holder may each demand not Underwritten Shelf Takedown shall be at the discretion of the Stockholder. Notwithstanding the foregoing, the Stockholder shall be entitled to effectuate no more than one two (12) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c) 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. Subject to Section 3.04(i) From and after the time, at any time and from time to time when an time, after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsor, any other Existing Holder and any New Holder each of the Special Holders (any such each Special Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities (or, (x) in the case of NB, Registrable Securities held by NB, the NB Aggregator and/or NB Aggregator Subject Members and (y) in the case of Xxxx SLP, Registrable Securities held by Xxxx SLP, any other Xxxx SLP Aggregator and/or Xxxx SLP Aggregator Subject Members) in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or . (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Demanding Holders requesting such Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), such Underwriters to be subject to the Demanding Holder’s prior approval (written consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one . (1iii) [Intentionally Omitted]. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown pursuant if such offering (i) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to this exceed, in the aggregate, $50 million (the “Minimum Takedown Threshold”) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Except as set forth in the preceding sentence (and subject to Section 2.01(c) in any twelve (12) month period. Notwithstanding anything 3.1(d)(iii)), there shall be no limit to the contrary in this Agreement, the Company number of Underwritten Shelf Takedowns that may effect be requested by any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringSpecial Holder.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf Registration Statement has been declared effective Shelf is on file with by the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Required Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); , provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed net proceeds to be sold received by the Demanding Holder, either individually or together Holders in connection with other Demanding Holders, with a total offering price such Public Offering will be reasonably expected to exceed, in the aggregate, exceed $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal25 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which 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. The 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 the right to select the Underwriters for Registrable Securities included on such offering Shelf Registration (which shall consist of one or more reputable nationally recognized investment banks)a “Company Shelf Takedown Notice”) and, subject to the Demanding Holder’s prior approval (which provisions of Section 3(d) below, shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) include in such Underwritten Shelf Takedown pursuant all Registrable Securities with respect to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, which the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available has received written requests for such offeringinclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an effective Shelf is on file with the Commission, Sponsorsubject to the provisions of Section 2.1.5, any other Existing Section 2.4 and Section 3.4, a Priority Holder and any New or a group of Priority Holders (such Priority Holder (any such Holder or group of Priority Holders being in such case case, a “Demanding Holder”) may make a written request (a “Shelf Takedown Request”) to sell all or any portion of its its, his or their Registrable Securities in an Underwritten Offering that is registered pursuant to the a Shelf in accordance with Section 2.1.1 (each, an “Underwritten Shelf Takedown”); provided 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 Holder representing total gross offering price proceeds reasonably expected to exceed, in the aggregateaggregate (and taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), twenty-five million dollars ($20 million 25,000,000) (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least ten (10) business days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall, within two (2) business days of receiving a Shelf Takedown Request, notify, in writing, all other Holders of such Shelf Takedown Request, and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown (the “Requesting Holders”) shall so notify the Company, in writing, within two (2) business days (one (1) business day if such offering is an overnight or bought Underwritten Offering) of receiving such notice. Upon receipt by the Company of any such written notification from a Requesting Holder(s), and only if such Requesting Holder(s) is an Eligible Piggybacking Holder, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Underwritten Shelf Takedown pursuant to such Shelf Takedown Request. In such event, the right of any Holder or Requesting Holder to sell Registrable Securities pursuant to this Section 2.1.4 shall be conditioned upon such Hxxxxx’s or Requesting Hxxxxx’s participation in such underwriting and the 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 the Underwriter(s) selected for such Underwritten Shelf Takedown by the Demanding Holders initiating such Underwritten Shelf Takedown. Notwithstanding the foregoing, the Company is not obligated to effect more than three (3) Underwritten Shelf Takedowns initiated by the Sponsor pursuant to this Section 2.1.4 and is not obligated to effect an Underwritten Shelf Takedown pursuant to this Section 2.1.4 within ninety (90) calendar days after the closing of an Underwritten Offering, Block Trade or Other Coordinated Offering. The Demanding Holder or Requesting Holder with the greatest number of Registrable Securities in an Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering 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 Demanding Holder’s prior approval (consent of the Company, which consent shall not be unreasonably withheldwithheld and the Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Shelf Takedown. Notwithstanding anything to the contrary herein, conditioned or delayed). Sponsor, in no event shall any other Existing Holder and any New Holder may each demand not more than one (1) request an Underwritten Shelf Takedown pursuant to during their respective Lock-up Period. For the avoidance of doubt, the provisions of this Section 2.01(c) 2.1.4 shall not apply to a Piggyback Registration conducted in any twelve (12) month periodaccordance 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 Company may Sponsor, the Shareholder Representative and their respective Permitted Transferees shall have the right to make a Shelf Takedown Request and effect any an Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringOffering.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the Commission, Sponsor, the Sponsor or any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) Xxxxxxx Leisure Requesting Shareholders may request to sell all or any portion of its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 10.0 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. During an Excess Scenario, (i) Sponsor or any of its assignees must provide five (5) business days’ written notice to the Xxxxxxx Leisure Shareholders and their transferee Holders prior to any Underwritten Shelf Takedown requested by Sponsor or any of its assignees and (ii) if at any time during such five (5) business day period, the Xxxxxxx Leisure Shareholders or their transferee Holders demand an Underwritten Shelf Takedown, then such Xxxxxxx Leisure Shareholders’ Underwritten Shelf Takedown demand shall take effect (and constitute one demand for purposes of this Section 2.1.3) and the Company shall add such the number of Registrable Securities that the Xxxxxxx Leisure Shareholders and their transferee Holders desire to sell to such Underwritten Shelf Takedown. If an Underwritten Shelf Takedown is effected in the manner described in the foregoing sentence, the Xxxxxxx Leisure Shareholders and their transferee Holders participating in such Underwritten Shelf Takedown shall be deemed to be Demanding Holders, and the Sponsor and its transferee Holders participating in such Underwritten Shelf Takedown shall be deemed to be Requesting Holders. The Company 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 Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder The Sponsor may each demand not more than one (1) three Underwritten Shelf Takedown pursuant to this Section 2.01(cTakedowns each fiscal year and the Xxxxxxx Leisure Requesting Shareholders (on a collective basis) may demand three Underwritten Shelf Takedowns 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 offeringtotal.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsorthe Sponsor or Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities may request (such requesting Holders, any other Existing Holder and any New Holder (any such Holder being in such case a the “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 10 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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. The Company 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 Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. 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 Company Lock-Up Period applicable to such Person. There shall be no limit to the number of Underwritten Shelf Takedowns that may effect be requested by any Holder, subject to the first sentence of this Section 3.1(c); provided that PubCo shall not be obligated to effect, or to take any action to effect, any Underwritten Offering Shelf Takedown otherwise permitted pursuant to this Section 3.1(c) if PubCo has already effected an Underwritten Shelf Takedown in the preceding six (6) month period; provided, further, under no circumstances shall PubCo be obligated to effect more than an aggregate of three (3) Registrations pursuant to an Underwritten Shelf Takedown under this subsection 3.1(c) with respect to any then effective or all Registrable Securities held by the Sponsor (or any of its Permitted Transferees), except that a Registration Statement, including a Form S-3, that is then available shall not be counted for such offeringpurposes 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 have been sold, in accordance with this Section 3.1 of this Investor Rights Agreement.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the Commission, Sponsor, any other Existing a Holder and any New Holder or a group of Holders (any such Holder being in such case case, each, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, including any Block Trade, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $20 million 50,000,000 (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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Holders that requested such Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering (which shall consist of one 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. Sponsor, any other Existing Holder and any New Holder may each demand The Company is not obligated to effect more than (A) three Underwritten Shelf Takedowns pursuant to this subsection 2.1.3 in any 12-month period for BT Assets [, the Phantom Equity Holders, acting individually or together, or the Management Holders, acting individually or together], and (B) one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) subsection 2.1.3 in any twelve (12) -month periodperiod for Sponsor. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering. For the avoidance of doubt, any Block Trade effected pursuant to Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to subsection 2.1.3 hereof.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.044.15(j), at any time and from time to time when an effective Shelf the Registration Statement is on file with the Commissioneffective, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) each Purchaser may request to sell all or any portion of its their respective Registrable Securities Shares in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf Registration Statement, including a Block Trade (each, an “Underwritten Shelf Takedown”), and as soon as practicable the Company shall amend or supplement the Registration Statement as necessary for such purpose; provided in each case that (1) the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities Shares proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, in such Underwritten Shelf Takedown with a total offering price reasonably expected to exceed, in the aggregate, $20 30.0 million (based on the closing price on the Trading Day immediately preceding the date of the demand) (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 (2) the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need Purchasers may make only make a one demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and in any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal6-month period. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least two (2) Business Days prior to the public announcement of such Underwritten Shelf Takedown, which notice shall specify the approximate number of Registrable Securities Shares proposed to be sold in the Underwritten Shelf Takedown. Promptly (but in any event within two (2) Business Days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Purchasers. Such notice shall offer each other Purchaser the opportunity to include in any Underwritten Shelf Takedown such number of Registrable Shares as each such Purchaser may request in writing within five (5) Business Days after the date that the notice has been delivered to such Purchaser. The Company shall have the right to select the Underwriters underwriters and their respective roles for such offering (which shall consist of one or more reputable nationally recognized investment banks)offering, subject to the Demanding Holderinitial demanding Purchaser’s prior approval (which shall not be unreasonably withheld, conditioned or delayed)) if the Company is offering any shares in such Underwritten Shelf Takedown. SponsorIf the Company is not offering any shares in such Underwritten Shelf Takedown, any other Existing Holder then the underwriters (and any New Holder may each demand not more than one (1their respective roles) in such Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything will be determined by the initial demanding Purchaser, subject to the contrary in this AgreementCompany’s prior approval, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statementwhich shall not be unreasonably withheld, including a Form S-3, that is then available for such offeringconditioned or delayed.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, Sponsorthe Sponsor Holders, any other Existing Holder the Xxxx Holders, and any New Holder the Requisite Xxxx Preferred Holders, on behalf of all of the Xxxx Preferred Holders (any such Holder being in such case each, a “Demanding Holder”) may request to sell all or any portion of its their respective Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $20 [•] million (the “Minimum Takedown Threshold”). Notwithstanding ; provided that any other provision such request made by the Requisite Xxxx Preferred Holders must constitute at least 40% of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand all of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after Xxxx Preferred Holders as of the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Promptly (but in any event within five (5) Business Days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. The Company shall have the right to select the Underwriters underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). SponsorPursuant to this Section 2(a)(iv), any other Existing Holder and any New Holder each of the Sponsor Holders may each demand not no more than one two (12) Underwritten Shelf Takedowns and the Requisite Xxxx Preferred Holders, may demand, collectively, no more than two (2) Underwritten Shelf Takedowns (as applicable, the “Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month periodLimit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering Shelf Takedown pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 million 25,000,000 (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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 4.14. The Company Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) holding a majority in interest of the Registrable Securities to be registered pursuant to such Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any other Existing Holder and or any New Holder may each demand not more than one (1) Transferee thereof request an Underwritten Shelf Takedown pursuant during the Lock-Up Period applicable to this Section 2.01(csuch Person. No Holder may request any Underwritten Shelf Takedown more than two (2) times in any twelve (12) month period. Notwithstanding anything , subject to the contrary proviso in the first sentence of this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringSection 2.1(c).

Requests for Underwritten Shelf Takedowns. Subject All requests for Shelf Takedowns that the Investor elects to Section 3.04, at any time and from time to time when take the form of an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf underwritten offering (each, an “Underwritten Shelf Takedown”) shall be made by giving written notice to the Company (the “Underwritten Shelf Takedown Notice”); provided that . 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 Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) securities with a total offering price (before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, exceed $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold 50,000,000 or (iiy) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Securities. Each Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Investor shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks)banker(s) and manager(s) to administer the offering, subject to the Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding the delivery of any Underwritten Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other Existing Holder and terms of any New Holder may each demand not Underwritten Shelf Takedown shall be at the discretion of the Investor. Notwithstanding the foregoing, the Investor shall be entitled to effectuate no more than one two (12) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c) 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. Subject to Section 3.04, at At any time and from time to time when an effective Shelf is on file with following the Commission, Sponsoreffectiveness of the shelf registration statement required by subsections 2.1.1 or 2.1.2, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) may request to sell all or any a portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the such shelf registration statement, including a Block Trade (a “Shelf (each, an “Underwritten Shelf TakedownOffering”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold Holder(s) reasonably expect aggregate gross proceeds in a single transaction under the volume limitations excess of Rule 144, then $75,000,000 from such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Shelf Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought DealOffering. All requests for a Shelf Underwritten Shelf Takedowns Offering shall be made by giving written notice to the Company, which Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf TakedownUnderwritten Offering. Within three (3) Business Days after receipt of any Shelf Takedown Notice (or twenty-four (24) hours thereafter in connection with an underwritten Block Trade), the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall have enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the right to select Company with the managing Underwriter or Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks)selected by the Company, subject to the Demanding Holder’s prior approval of the initiating Holders (which shall such approval not to be unreasonably withheld, conditioned or delayed)) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. SponsorIn connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, any other Existing subject to Section 2.3 and Article IV, the underwriting agreement into which each Holder and any New 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 each demand not more than one two (12) Shelf Underwritten Shelf Takedown pursuant to this Section 2.01(c) Offerings 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. Subject to Section 3.04, at (i) At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsor, any other Existing Holder and any New Holder each of the Special Holders (any such each Special Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or . (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company Demanding Holders requesting such Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), such Underwriters to be subject to the Demanding Holder’s prior approval (written consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one . (1iii) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary contained in this Agreement, the Company may effect in no event shall any Special Holder or any Transferee thereof be entitled to request an Underwritten Shelf Takedown (and PubCo shall not be obligated to consummate any Underwritten Offering pursuant Shelf Takedown with respect to any then effective Registration StatementSpecial Holder or any Transferee thereof) during the Lock-Up Period applicable to such Person. (iv) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, including a Form S-3in the aggregate, $50 million (the “Minimum Takedown Threshold”) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. Except as set forth in the preceding sentence (and subject to Section 3.1(d)(iii)), there shall be no limit to the number of Underwritten Shelf Takedowns that is then available for such offeringmay be requested by any Special Holder.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when after a Shelf Registration Statement has been declared effective by or, in the case of an effective Automatic Shelf is on file with Registration Statement, filed with, the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Required Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that . Notwithstanding the foregoing, the 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 included therein at the time thereof or within 30 calendar days thereafter, (B) such Underwritten Shelf Takedown is not expected to yield aggregate gross proceeds of at least $50 million or (C) the Company shall only be obligated to effect an have effected at least three 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, Takedowns (excluding Holder Block Sales (as defined below)) in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Dealimmediately preceding 12-month period. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which 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. The Except in connection with a Holder Block Sale, within five Business Days after receipt of any Demand Shelf Takedown Notice, the Company shall have the right give written notice of such requested Underwritten Shelf Takedown to select the Underwriters for such offering all other Holders (which shall consist of one or more reputable nationally recognized investment banks)a “Company Shelf Takedown Notice”) and, subject to the Demanding Holder’s prior approval (which provisions of Section 2(f)‎ below, shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) include in such Underwritten Shelf Takedown pursuant all Registrable Securities with respect to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, which the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available has received written requests for such offeringinclusion therein within five Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4, at any time and from time to time when an effective Shelf is on file with the Commission, Sponsorthe Holders (in each such case, any other Existing Holder and any New Holder (any such Holder being in such case a the “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the a Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 [●] million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify specifying 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. The Company Subject to Section 2.4(d), a majority-in-interest of the Demanding Holders initiating the Underwritten Shelf Takedown shall have the right to select the Underwriters managing Underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder The Sponsor Holders may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c2.1(d) in any twelve (rolling 12) -month period; provided, however, that if the amount of Registrable Securities that the Sponsor Holders demanded to register is reduced by Registrable Securities included pursuant to Section 2.2, the demand shall not count against the number of Underwritten Shelf Takedowns that the Sponsor Holders may demand. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then then-effective Registration Statement, including a Form S-3F-3, that is then available for such offering. All such Holders proposing to sell their Registrable Securities through an Underwritten Shelf Takedown under this Section 2.1(d) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Takedown.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf Registration Statement has been declared effective Shelf is on file with by the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Required Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); , provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed net proceeds to be sold received by the Demanding Holder, either individually or together Holders in connection with other Demanding Holders, with a total offering price such Public Offering will be reasonably expected to exceed, in the aggregate, exceed $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal15 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which 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. The 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 the right to select the Underwriters for Registrable Securities included on such offering Shelf Registration (which shall consist of one or more reputable nationally recognized investment banks)a “Company Shelf Takedown Notice”) and, subject to the Demanding Holder’s prior approval (which provisions of Section 3(d) below, shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) include in such Underwritten Shelf Takedown pursuant all Registrable Securities with respect to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, which the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available has received written requests for such offeringinclusion therein within five Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.0417.e, at any time and from time to time when an effective Shelf the Resale Registration Statement is on file with the Commissioneffective, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) each Subscriber may request to sell all or any portion of its their respective Registrable Securities Shares in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf Resale Registration Statement, including a Block Trade (each, an “Underwritten Shelf Takedown”), and as soon as practicable the Company shall amend or supplement the Resale Registration Statement as necessary for such purpose; provided in each case that (1) the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities Shares proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, in such Underwritten Shelf Takedown with a total offering price reasonably expected to exceed, in the aggregate, $20 50.0 million (based on the closing price on the Trading Day immediately preceding the date of the demand) (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 (2) the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need Subscribers may make only make a one demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date in any 12-month period (or three demands in respect of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought DealBlock Trades). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least ten (10) Business Days (or three (3) Business Days in the event of a Block Trade) prior to the public announcement of such Underwritten Shelf Takedown, which notice shall specify the approximate number of Registrable Securities Shares proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters underwriters and their respective roles for such offering if the Company is offering any shares in such Underwritten Shelf Takedown. If the Company is not offering any shares in such Underwritten Shelf Takedown, then the underwriters (which shall consist of one or more reputable nationally recognized investment banks)and their respective roles) in such Underwritten Shelf Takedown will be determined by the Subscribers, subject to the Demanding HolderCompany’s prior approval (approval, which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) 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. Subject to Section 3.04, at At any time and from time to time when after a Shelf Registration Statement has been declared effective by or, in the case of an effective Automatic Shelf is on file with Registration Statement, filed with, the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Required Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided provided, that the Company shall only will not be obligated required to effect an 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 included therein at the time thereof or within 30 calendar days thereafter or (B) such Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably is not expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision yield aggregate gross proceeds of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal$25 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which 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. The Within five (5) Business Days after receipt of any Demand Shelf Takedown Notice, the Company shall have the right give written notice of such requested Underwritten Shelf Takedown to select the Underwriters for such offering all other Holders (which shall consist of one or more reputable nationally recognized investment banks)a “Company Shelf Takedown Notice”) and, subject to the Demanding Holder’s prior approval (which provisions of Section 2(f) below, shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) include in such Underwritten Shelf Takedown pursuant all Registrable Securities with respect to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, which the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available has received written requests for such offeringinclusion therein within five (5) Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New Holder the Sponsor or the Xxxxxx Stockholder (any such Holder either of the Sponsor or the Xxxxxx Stockholder being in such case case, a “Demanding Holder”) may request (a “Shelf Takedown Request”) to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include (a) Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price reasonably expected to exceed, in the aggregateaggregate (and taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), $20 30 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 (iib) that would the Registrable Securities to be offered constitute a sale of all remaining the Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least five (5) business days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall, within two (2) business days of receiving a Shelf Takedown Request, notify, in writing, all other Holders of such Shelf Takedown Request, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown 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 in an Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering 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 Demanding Holder’s prior approval (consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding anything to the contrary herein, any other Existing Holder and any New Holder may each demand not more than one (1) in no event shall the Sponsor or the Xxxxxx Stockholder request an Underwritten Shelf Takedown pursuant to this Section 2.01(cduring their respective Lock-Up Period. No more than four (4) in Shelf Takedown Requests may be made by any Demanding Holder within any twelve (12) month period. Notwithstanding anything to For the contrary avoidance of doubt, the notice periods set forth in this Agreement, the Company may effect any Underwritten Offering pursuant Section 2.1.4 shall not apply to any then effective a Piggyback Registration Statement, including a Form S-3, that is then available for such offeringconducted in accordance with Section 2.2.1 or Block Trades conducted in accordance with Section 2.4.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsorthe Holders, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 million 25,000,000 (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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 4.14. The Company Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) holding a majority in interest of the Registrable Securities to be registered pursuant to such Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any other Existing Holder and or any New Holder may each demand not more than one (1) Transferee thereof request an Underwritten Shelf Takedown pursuant during the Lock-Up Period applicable to this Section 2.01(csuch Person. No Holder may request any Underwritten Shelf Takedown more than two (2) times in any twelve (12) month period. Notwithstanding anything , subject to the contrary proviso in the first sentence of this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringSection 2.1(c).

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsorthe Sponsor or Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities may request (such requesting Holders, any other Existing Holder and any New Holder (any such Holder being in such case a the “Demanding HolderHolders”) may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 10 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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. The Company 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 Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period. 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 Company Lock-Up Period applicable to such Person. There shall be no limit to the number of Underwritten Shelf Takedowns that may effect be requested by any Holder, subject to the first sentence of this Section 3.1(c); provided that PubCo shall not be obligated to effect, or to take any action to effect, any Underwritten Offering Shelf Takedown otherwise permitted pursuant to this Section 3.1(c) if PubCo has already effected an Underwritten Shelf Takedown in the preceding six (6) month period; provided, further, under no circumstances shall PubCo be obligated to effect more than an aggregate of three (3) Registrations pursuant to an Underwritten Shelf Takedown under this subsection 3.1(c) with respect to any then effective or all Registrable Securities held by the Sponsor (or any of its Permitted Transferees), except that a Registration Statement, including a Form S-3, that is then available shall not be counted for such offeringpurposes 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 have been sold, in accordance with this Section 3.1 of this A&R Investor Rights Agreement.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Special Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown” and such Special Holders the “Demanding Holders”)); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 15 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information and shall not be disclosed to any third party (other than any Affiliate, Representative, limited partner or shareholder of such Special Holder), unless (a) such information becomes known to the public through no fault of such Special Holder or (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Authority. The Company PubCo shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the Demanding Holder’s prior approval (consent of the Special Holders which consent shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding anything to the contrary contained in this Registration Rights Agreement, in no event shall any other Existing Special Holder and or any New Holder Transferee thereof request an Underwritten Shelf Takedown during the Lock-Up Period applicable to such Person. The Special Holders may each in the aggregate demand not more than one three (13) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c2.1(c) in any twelve (12) month period. Notwithstanding anything , subject to the contrary proviso in the first sentence of this AgreementSection 2.1(c). For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades; provided that other Special Holders with Registrable Securities shall have to exercise any piggy-back rights on any such block trade no later than twenty four (24) hours following receipt of any written notice regarding such block trade, which notice shall contain a summary of all material terms of such block trade, to the Company may effect any Underwritten Offering pursuant to any extent then effective Registration Statement, including a Form S-3, that is then available for such offeringknown.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New a Holder (any such Holder being in such case case, a “Demanding Holder”) may request (a “Shelf Takedown Request”) to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include (a) Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder with a total offering price reasonably expected to exceed, in the aggregateaggregate (and taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), $20 30 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 (iib) that would the Registrable Securities to be offered constitute a sale of all remaining the Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least five (5) business days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall, within two (2) business days of receiving a Shelf Takedown Request, notify, in writing, all other Holders of such Shelf Takedown Request, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown 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 in an Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering 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 Demanding Holder’s prior approval (consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding anything to the contrary herein, any other Existing in no event shall the Holder and any New Holder may each demand not more than one (1) request an Underwritten Shelf Takedown pursuant to this Section 2.01(cduring their respective Lock-Up Period. No more than four (4) in Shelf Takedown Requests may be made by any Demanding Holder within any twelve (12) month period. Notwithstanding anything to For the contrary avoidance of doubt, the notice periods set forth in this Agreement, the Company may effect any Underwritten Offering pursuant Section 2.1.4 shall not apply to any then effective a Piggyback Registration Statement, including a Form S-3, that is then available for such offeringconducted in accordance with Section 2.2.1 or Block Trades conducted in accordance with Section 2.4.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf Registration Statement has been declared effective Shelf is on file with by the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Required Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); , provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed net proceeds to be sold received by the Demanding Holder, either individually or together Holders in connection with other Demanding Holders, with a total offering price such Public Offering will be reasonably expected to exceed, in the aggregate, exceed $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal25 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which 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). The 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 the right to select the Underwriters for Registrable Securities included on such offering Shelf Registration (which shall consist of one or more reputable nationally recognized investment banks)a “Company Shelf Takedown Notice”) and, subject to the Demanding Holder’s prior approval (which provisions of Section ‎3(e)‎ below, shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) include in such Underwritten Shelf Takedown pursuant all Registrable Securities with respect to this Section 2.01(c) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, which the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available has received written requests for such offeringinclusion therein within five Business Days after sending the Company Shelf Takedown Notice.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4 and any applicable Lock-up, at any time and from time to time when an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New Commission the Sponsor or a Target Holder (any such of the Sponsor or a Target Holder being in such case case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, at least $20 million (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the 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. The Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of these discussions. Subject to Section 2.3(d), the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable reputable, nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder The Sponsor and any New Holder the Target Holders may each demand not more than a total of three (3) Underwritten Shelf Takedowns, for an aggregate of not more than six (6) Underwritten Shelf Takedowns pursuant to this Agreement, and in any event not more than one (1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in each during any period of twelve (12) consecutive months. Any demands for a registered offering or takedown will be subject to the constraints of any applicable Lock-up, and such demand must be deferred until such constraints no longer apply. The Company shall not be required to effect more than one (1) Underwritten Shelf Takedown during any six (6) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.043.4, 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 is on file with the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) one or more Holders may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (if such Shelf has been filed by the Company) (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Shelf Requesting Holder, either individually or together with other Demanding Shelf Requesting Holders, with a total an aggregate offering price price, net of underwriting discounts and commissions, reasonably expected to exceed, in the aggregate, exceed at least $20 25 million (the “Minimum Takedown ThresholdAmount”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least fifteen (15) business days prior to the planned public announcement of the Underwritten Shelf Takedown (a “Shelf Takedown Notice”), 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. The Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Underwritten Shelf Takedown (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown, a “Shelf Requesting Holder”) shall so notify the Company of its intent to participate in such Underwritten Shelf Takedown, in writing, within five (5) business days after the receipt by such Holder of the Company Shelf Takedown Notice. Upon receipt by the Company of any such written notification from a Shelf Requesting Holder to the Company, subject to the provisions of Section 2.2.4, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities of such Shelf Requesting Holder. Subject to Section 2.5.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Shelf Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one (1) Any Underwritten Shelf Takedown effected pursuant to this Section 2.01(c) in any twelve (12) month period2.1.4 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 may effect any consummate an Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after the Shelf has been declared effective Shelf is on file with by the CommissionSEC, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a “Demanding Holder”) the Holders may request to sell all or any portion of its their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 million 10,000,000 (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 shall be made with respect to all of all remaining the Registrable Securities held by such of the Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyPubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 4.14. The Company Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) holding a majority in interest of the Registrable Securities to be registered pursuant to such Underwritten Shelf Takedown shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the Demanding Holder’s prior approval (consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed). SponsorNotwithstanding anything to the contrary contained in this Investor Rights Agreement, in no event shall any other Existing Holder and or any New Holder may each demand not more than one (1) Transferee thereof request an Underwritten Shelf Takedown pursuant during the Lock-Up Period applicable to this Section 2.01(csuch Person. No Holder may request any Underwritten Shelf Takedown more than two (2) times in any twelve (12) month period. Notwithstanding anything , subject to the contrary provision in the first sentence of this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offeringSection 2.1(c).

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New Holder one or more Legacy SmartRent Equityholders or one or more Sponsor Equityholders (any such Holder being of the Legacy SmartRent Equityholders or the Sponsor Equityholders being, in such case case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Shelf Takedown Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, fifty million dollars ($20 million 50,000,000) (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Promptly (but in any event within ten (10) days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. Subject to Section 2.4(d), the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). SponsorThe Legacy SmartRent Equityholders, any on the one hand, and the Sponsor Equityholders, on the other Existing Holder and any New Holder hand, may each demand not more than one two (12) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c2.1(d) in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering Shelf Takedown pursuant to any then effective Registration Statement, including a the Form S-3S-3 Shelf, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04, at At any time and from time to time when an after a Shelf has been declared effective Shelf is on file with by the Commission, Sponsor, any other Existing Holder and any New Holder the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (any such Holder being in such case a the “Demanding HolderHolders”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding HolderHolders, either individually or together with other Demanding Holdersin the aggregate, with a total offering price (including piggyback Registrable Securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20 million 30,000,000 (the “Minimum Takedown Threshold”). Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the CompanyCompany at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any Holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such Takedown Requesting Holder (including to those set forth herein). Subject to subsection ‎2.5.4, the Company shall have the right to select the Underwriter or Underwriters for such offering Underwritten Shelf Takedown (which shall consist of one or more reputable nationally recognized investment banks), subject to the majority-in-interest of the Demanding Holder’s prior Holders’ approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder The Holders may each demand not more than one two (12) Underwritten Shelf Takedown Takedowns pursuant to this Section 2.01(c) subsection ‎2.2.1 in any twelve (12) month 12)-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect effectuate any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.

Requests for Underwritten Shelf Takedowns. Subject to Section 3.04‎Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, of at least $25 million in the aggregate, $20 million aggregate (the “Minimum Takedown Threshold”). Notwithstanding ; provided further that no Holder may request an Underwritten Shelf Takedown until such time that the Issued Warrants are no longer subject to any other provision of this Article II, at any time contractual lock-up restrictions; 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 provided further that the Minimum Takedown Threshold or (ii) that would constitute a shall not apply with respect to the proposed sale of all remaining of the Registrable Securities held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume limitations of Rule 144, then such Demanding Holder need only make a demand all of the Company for such Bought Deal at least ten (10) business days (or twenty (20) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation related to the Bought DealHolders. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company Subject to ‎ARTICLE II, a majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding HolderCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder The Holders may each not demand not more than one two (12) Underwritten Shelf Takedown pursuant to this Section 2.01(c) Takedowns in any twelve (12) month period12)-month period pursuant to this ‎Section 2.1(c). The Holders may not demand more than the Specified Number of Underwritten Shelf Takedowns in total pursuant to this ‎Section 2.1(c). For the avoidance of doubt, any or all of the applicable Specified Number of Underwritten Shelf Takedowns can be used before or after a Future Vesting and any Underwritten Shelf Takedown can be used with respect to any Registrable Securities. Notwithstanding anything to the contrary in this Agreement, the Company may effect affect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3F-3, that is then available for such offering.