Common use of Restricted Shelf Take-Downs Clause in Contracts

Restricted Shelf Take-Downs. In addition to the requirements set forth in Section 3.1(d)(iii) with respect to any Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf-Take-Down, for any Initiating Holder to initiate such an Underwritten Shelf Take-Down (any such Underwritten Shelf Take-Down, a “Restricted Shelf Take-Down”), such Initiating Holder shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to all other Shelf Holders as far in advance of the completion of such Restricted Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down (but in no event less than three (3) hours in advance of the completion of such Restricted Shelf Take-Down), which Restricted Shelf Take-Down Notice shall set forth (1) the total number of Registrable Securities expected to be offered and sold in such Restricted Shelf Take-Down, (2) the expected plan of distribution of such Restricted Shelf Take-Down, (3) the fraction, expressed as a percentage, determined by dividing the number of Registrable Securities anticipated to be sold in such Restricted Shelf Take-Down by the total number of Registrable Securities held by such Initiating Holder (the “Shelf Take-Down Percentage”), (4) an invitation to each other Shelf Holder to elect (such other Shelf Holders who make such an election being “Shelf Take-Down Participating Holders,” and, together with the Initiating Holder and all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Registrable Securities in connection with such Restricted Shelf Take-Down, the “Restricted Shelf Take-Down Selling Holders”) to include in the Restricted Shelf Take-Down Registrable Securities held by such Shelf Take-Down Participating Holder (not in any event to exceed the Shelf Take-Down Percentage of the total number of IPO Entity Shares held by such Shelf Take-Down Participating Holder) and (5) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to each such other Shelf Holder that elects to exercise such right (including the delivery of one or more certificates representing Registrable Securities of such other Shelf Holder to be sold in such Restricted Shelf Take-Down). Upon delivery of a Restricted Shelf Take-Down Notice, each such other Shelf Holder may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by such Initiating Holder, by sending an irrevocable written notice (a “Restricted Shelf Take-Down Participation Notice”) to such Initiating Holder within the time period specified in such Restricted Shelf Take-Down Notice, indicating its, his or her election to sell up to the number of Registrable Securities in the Restricted Shelf Take-Down specified by such other Shelf Holder in such Restricted Shelf Take-Down Participation Notice (such specified number not in any event to exceed the Shelf Take-Down Percentage of the total number of Registrable Securities held by such other Shelf Holder). Following the time period specified in such Restricted Shelf Take-Down Notice, each Shelf Take-Down Participating Holder that has delivered a Restricted Shelf Take-Down Participation Notice shall be permitted to sell in such Restricted Shelf Take-Down on the terms and conditions set forth in the Restricted Shelf Take-Down Notice, concurrently with such Initiating Holder and the other Restricted Shelf Take-Down Selling Holders, the number of Registrable Securities calculated as follows: (A) first there shall be allocated to each Restricted Shelf Take-Down Selling Holder a number of Registrable Securities equal to the lesser of (I) the maximum number of Registrable Securities such Restricted Take-Down Selling Holder has elected to sell in the Restricted Shelf Take-Down in its, his or her Restricted Shelf Take-Down Notice or Restricted Shelf Take-Down Participation Notice and (II) the number of Registrable Securities determined by multiplying (x) the number of Registrable Securities to be sold in such Restricted Shelf Take-Down by (y) a fraction the numerator of which is the number of Registrable Securities owned by such Restricted Shelf Take-Down Selling Holder and the denominator of which is the total Registrable Securities owned by all Restricted Shelf Take-Down Selling Holders (the “Pro Rata Shelf Take-Down Share”); and (B) any remaining Registrable Securities to be sold in such Restricted Shelf Take-Down shall be allocated to the Restricted Shelf Take-Down Selling Holders that elected to sell in excess of their Pro Rata Shelf Take-Down Share, pro rata to such Restricted Shelf Take-Down Selling Holders based upon such Restricted Shelf Take-Down Selling Holders’ relative Pro Rata Shelf Take-Down Shares, or as such Restricted Shelf Take-Down Selling Holders may otherwise agree in writing among themselves. For the avoidance of doubt, it is understood that in order to be entitled to exercise its, his or her right to sell Registrable Securities in a Restricted Shelf Take-Down pursuant to this Section 3.1(d)(iv), each Shelf Take-Down Participating Holder must agree, on a several and not joint basis, to make the same representations, warranties, covenants, indemnities and agreements, if any, as the Initiating Holder agrees to make in connection with the Restricted Shelf Take-Down. Notwithstanding the delivery of any Restricted Shelf Take-Down Notice, all determinations as to whether to complete any Restricted Shelf Take-Down and as to the timing, manner, price and other terms of any Restricted Shelf Take-Down shall be at the sole discretion of the Initiating Holder. Each of the Initiating Holders agrees to reasonably cooperate with each of the other Shelf Holders to establish notice, delivery and documentation procedures and measures to facilitate such other Shelf Holder’s participation in future potential Restricted Shelf Take-Downs by such Initiating Holder pursuant to this Section 3.1(d)(iv).

Restricted Shelf Take-Downs. In addition (A) Subject to the requirements set forth in Section 3.1(d)(iiiclause (E) below, with respect to any Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf-Take-Down, for any Initiating Holder to initiate such an Underwritten each Shelf Take-Down (any such other than a Marketed Underwritten Shelf Take-Down, ) that is initiated by a Financial Investor Holder (a “Restricted Shelf Take-Down”), such Initiating Financial Investor Holder shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to all other the Company and each Eligible Take-Down Holder with respect to such Restricted Shelf Holders Take-Down as far in advance of the completion of such Restricted Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down (but in no event less than three (3) hours in advance of the completion of such Restricted Shelf Take-Down), which Restricted Shelf Take-Down Notice shall set forth (1I) the total number of Registrable Securities expected to be offered and sold in such Restricted Shelf Take-Down, (2II) the expected plan of distribution of such Restricted Shelf Take-Down, (3III) the fraction, expressed as a percentage, determined by dividing the number of Registrable Securities anticipated to be sold by such Financial Investor Holder in such Restricted Shelf Take-Down by the total number of Registrable Securities held by such Initiating Financial Investor Holder (the “Shelf Take-Down Percentage”), (4IV) an invitation to each other Shelf Eligible Take-Down Holder to elect (such other Shelf Eligible Take-Down Holders who make such an election being “Shelf Take-Down Participating Tagging Holders,” and, together with the Initiating Holder such Financial Investor Holder, and all other Persons who otherwise are transferring, or have exercised Third Party Shelf Holders that exercise a contractual or other right to transfer, Registrable Securities Transfer Shares in connection with such Restricted Shelf Take-Down, the “Restricted Shelf Take-Down Selling Holders”) to include in the Restricted Shelf Take-Down Registrable Securities held by such Shelf Take-Down Participating Tagging Holder (not in any event to exceed the Shelf Take-Down Percentage of the total number of IPO Entity Shares held by and registered on such Shelf Take-Down Participating Holder) Registration Statement and (5V) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to each such other Shelf Eligible Take-Down Holder that elects to exercise such right (including the delivery of one or more stock certificates representing Registrable Securities of such other Shelf Eligible Take-Down Holder to be sold in such Restricted Shelf Take-Down). Upon delivery For the avoidance of a doubt, it is understood that the Restricted Shelf Take-Down Notice, each such other Shelf Holder may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at Notice need not include the same price per Registrable Security and pursuant to or the same other terms and conditions with respect to payment for the Registrable Securities as agreed to by such Initiating Holder, by sending an irrevocable written notice (a “Restricted Shelf Take-Down Participation Notice”) to such Initiating Holder within the time period specified in such Restricted Shelf Take-Down Notice, indicating its, his or her election to sell up to the number of Registrable Securities in the Restricted Shelf Take-Down specified by such other Shelf Holder in such Restricted Shelf Take-Down Participation Notice (such specified number not in any event to exceed the Shelf Take-Down Percentage of the total number of Registrable Securities held by such other Shelf Holder). Following the time period specified in such Restricted Shelf Take-Down Notice, each Shelf Take-Down Participating Holder that has delivered a Restricted Shelf Take-Down Participation Notice shall be permitted to sell in such Restricted Shelf Take-Down on the terms and conditions set forth in the Restricted Shelf Take-Down Notice, concurrently with such Initiating Holder and the other Restricted Shelf Take-Down Selling Holders, the number of Registrable Securities calculated as follows: (A) first there shall be allocated to each Restricted Shelf Take-Down Selling Holder a number of Registrable Securities equal to the lesser of (I) the maximum number of Registrable Securities such Restricted Take-Down Selling Holder has elected to sell in the Restricted Shelf Take-Down in its, his or her Restricted Shelf Take-Down Notice or Restricted Shelf Take-Down Participation Notice and (II) the number of Registrable Securities determined by multiplying (x) the number of Registrable Securities to be sold in such Restricted Shelf Take-Down by (y) a fraction Down. Each Financial Investor Holder further agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to the numerator of which is the number of Registrable Securities owned by such Restricted Shelf other Financial Investor Holders that are Eligible Take-Down Selling Holder and the denominator Holders of which is the total Registrable Securities owned by all Restricted Shelf Take-Down Selling Holders (the “Pro Rata Shelf Take-Down Share”); and (B) any remaining Registrable Securities such first Financial Investor Holder’s intention to be sold in such Restricted Shelf Take-Down shall be allocated to the Restricted Shelf Take-Down Selling Holders that elected to sell in excess of their Pro Rata Shelf Take-Down Share, pro rata to such Restricted Shelf Take-Down Selling Holders based upon such Restricted Shelf Take-Down Selling Holders’ relative Pro Rata Shelf Take-Down Shares, or as such Restricted Shelf Take-Down Selling Holders may otherwise agree in writing among themselves. For the avoidance of doubt, it is understood that in order to be entitled to exercise its, his or her right to sell Registrable Securities in deliver a Restricted Shelf Take-Down pursuant to this Section 3.1(d)(iv), each Shelf Take-Down Participating Holder must agree, on a several and not joint basis, to make the same representations, warranties, covenants, indemnities and agreements, if any, as the Initiating Holder agrees to make in connection with the Restricted Shelf Take-Down. Notwithstanding the delivery of any Restricted Shelf Take-Down Notice; provided, all determinations as to whether to complete any Restricted Shelf Take-Down and as to the timinghowever, manner, price and other terms of any Restricted Shelf Take-Down that no Financial Investor Holder shall be at the sole discretion of the Initiating Holder. Each of the Initiating Holders agrees obligated hereby to reasonably cooperate with each of the other Shelf Holders to establish noticeprovide any such advance notice and, delivery and documentation procedures and measures to facilitate if provided, such other Shelf Holder’s participation advance notice shall not be binding in future potential Restricted Shelf Take-Downs by such Initiating Holder pursuant to this Section 3.1(d)(iv)any respect.

Restricted Shelf Take-Downs. In addition (A) Prior to the requirements set forth in Section 3.1(d)(iii) occurrence of a Tag-Along Termination Event, with respect to any Underwritten each Shelf Take-Down that is initiated by a Restricted Shelf Holder (the “Shelf Take-Down Initiating Holders”) and that is not a Marketed Underwritten Shelf-Take-Down, for any Initiating Holder to initiate such an Underwritten Shelf Take-Down (any such Underwritten Shelf Take-Down, a “Restricted Shelf Take-Down”), such the Shelf Take-Down Initiating Holder Holders shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to all other Restricted Shelf Holders (the “Eligible Take-Down Holders”) as far in advance of the completion of such Restricted Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down (but in no event less than three (3) hours in advance of the completion of such Restricted Shelf Take-Down), which Restricted Shelf Take-Down Notice shall set forth (1I) the total number of Registrable Securities expected to be offered and sold in such Restricted Shelf Take-Down, (2II) the expected plan of distribution of such Restricted Shelf Take-Down, (3III) the fraction, expressed as a percentage, determined by dividing the number of Registrable Securities anticipated to be sold by the Shelf Take-Down Initiating Holders in such Restricted Shelf Take-Down by the total number of Registrable Securities held by such the Shelf Take-Down Initiating Holder Holders (the “Shelf Take-Down Percentage”), (4IV) an invitation to each other Shelf Eligible Take-Down Holder to elect (such other Shelf Eligible Take-Down Holders who make such an election being “Shelf Take-Down Participating Tagging Holders,” and, together with the Shelf Take-Down Initiating Holder Holders and all other Persons (other than any Affiliates of the Shelf Take-Down Initiating Holders) who otherwise are transferring, or have exercised a contractual or other right to transfer, Registrable Securities Shares in connection with such Restricted Shelf Take-Down, the “Restricted Shelf Take-Down Selling Holders”) to include in the Restricted Shelf Take-Take- Down Registrable Securities held by such Shelf Take-Down Participating Tagging Holder (not in any event to exceed the Shelf Take-Down Percentage of the total number of IPO Entity Shares Share Equivalents held by such Shelf Take-Down Participating Tagging Holder) and (5V) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to each such other Shelf Eligible Take-Down Holder that elects to exercise such right (including the delivery of one or more stock certificates representing Registrable Securities of such other Shelf Eligible Take-Down Holder to be sold in such Restricted Shelf Take-Down). . (B) Upon delivery of a Restricted Shelf Take-Down Notice, each such other Shelf Eligible Take-Down Holder may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by such the Shelf Take-Down Initiating HolderHolders, by sending an irrevocable written notice (a “Restricted Shelf Take-Down Participation Notice”) to such the Shelf Take-Down Initiating Holder Holders within the time period specified in such Restricted Shelf Take-Down Notice, indicating its, his or her election to sell up to the number of Registrable Securities in the Restricted Shelf Take-Down specified by such other Shelf Eligible Take-Down Holder in such Restricted Shelf Take-Down Participation Notice (such specified number not in any event to exceed the Shelf Take-Down Percentage of the total number of Registrable Securities held by such other Shelf Eligible Take-Down Holder). Following the time period specified in such Restricted Shelf Take-Down Notice, each Shelf Take-Down Participating Tagging Holder that has delivered a Restricted Shelf Take-Down Participation Notice shall be permitted to sell in such Restricted Shelf Take-Down on the terms and conditions set forth in the Restricted Shelf Take-Down Notice, concurrently with such the Shelf Take-Down Initiating Holder Holders and the other Restricted Shelf Take-Down Selling Holders, the number of Registrable Securities calculated as follows: (A) first there shall be allocated pursuant to each Restricted Shelf Take-Down Selling Holder a number of Registrable Securities equal to the lesser of (I) the maximum number of Registrable Securities such Restricted Take-Down Selling Holder has elected to sell in the Restricted Shelf Take-Down in its, his or her Restricted Shelf Take-Down Notice or Restricted Shelf Take-Down Participation Notice and (II) the number of Registrable Securities determined by multiplying (x) the number of Registrable Securities to be sold in such Restricted Shelf Take-Down by (y) a fraction the numerator of which is the number of Registrable Securities owned by such Restricted Shelf Take-Down Selling Holder and the denominator of which is the total Registrable Securities owned by all Restricted Shelf Take-Down Selling Holders (the “Pro Rata Shelf Take-Down Share”Section 5.2(e)(ii)(D); and (B) any remaining Registrable Securities to be sold in such Restricted Shelf Take-Down shall be allocated to the Restricted Shelf Take-Down Selling Holders that elected to sell in excess of their Pro Rata Shelf Take-Down Share, pro rata to such Restricted Shelf Take-Down Selling Holders based upon such Restricted Shelf Take-Down Selling Holders’ relative Pro Rata Shelf Take-Down Shares, or as such Restricted Shelf Take-Down Selling Holders may otherwise agree in writing among themselves. For the avoidance of doubt, it is understood that in order to be entitled to exercise its, his or her right to sell Registrable Securities in a Restricted Shelf Take-Down pursuant to this Section 3.1(d)(iv5.2(e)(ii), each Shelf Take-Down Participating Tagging Holder must agree, on a several and not joint basis, agree to make the same representations, warranties, covenants, indemnities and agreements, if any, as the Shelf Take-Down Initiating Holder agrees Holders agree to make in connection with the Restricted Shelf Take-Down. With respect to any Registrable Securities for which a Take-Down Tagging Holder holds exercisable and vested but unexercised Options, to the extent that such Registrable Securities are to be sold pursuant to this Section 5.2(e)(ii), such Take-Down Tagging Holder must exercise the relevant Option (which may include an exercise effected on a “net exercise” basis) and transfer the relevant Registrable Securities (rather than the Option). All costs and expenses incurred by the Shelf Take-Down Initiating Holders in connection with such Restricted Shelf Take-Down shall be borne on a pro rata basis in accordance with the number of Registrable Securities being sold by each of the Restricted Take-Down Selling Holders. (C) Notwithstanding the delivery of any Restricted Shelf Take-Down Notice, all determinations as to whether to complete any Restricted Shelf Take-Down and as to the timing, manner, price and other terms of any Restricted Shelf Take-Down shall be at the sole discretion of the Shelf Take-Down Initiating HolderHolders. Each of the Initiating Restricted Shelf Holders agrees to reasonably cooperate with each of the other Restricted Shelf Holders to establish notice, delivery and documentation procedures and measures to facilitate such other Restricted Shelf Holder’s participation in future potential Restricted Shelf Take-Downs by such Initiating Holder pursuant to this Section 3.1(d)(iv5.2(e)(ii). (D) The Restricted Take-Down Selling Holders shall be entitled to sell in the Restricted Shelf Take-Down a number of Registrable Securities calculated as follows: 1) first there shall be allocated to each Restricted Take-Down Selling Holder a number of Registrable Securities equal to the lesser of (A) the maximum number of Registrable Securities such Restricted Take-Down Selling Holder has elected to sell in the Restricted Shelf Take-Down in its, his or her Restricted Shelf Take-Down Notice or Take-Down Participation Notice and (B) the number of Registrable Securities determined by multiplying (x) the number of Registrable Securities subject to the Restricted Shelf Take-Down by (y) a fraction the numerator of which is the number of Registrable Securities owned by such Restricted Take-Down Selling Holder and the denominator of which is the total Registrable Securities owned by all Restricted Take-Down Selling Holders (the “Pro Rata Take-Down Share”); and 2) any remaining Registrable Securities subject to the Restricted Shelf Take-Down shall be allocated to the Restricted Take-Down Selling Holders that elected to sell in excess of their Pro Rata Take-Down Share, pro rata to such Restricted Take-Down Selling Holders based upon such Restricted Take-Down Selling Holders’ relative Pro Rata Take-Down Shares, or as such Restricted Take-Down Selling Holders may otherwise agree. (E) For the avoidance of doubt, after the occurrence of a Tag-Along Termination Event, none of the Restricted Shelf Holders shall be required to permit the offer and sale of Registrable Securities by any other Shelf Holders or Third Party Shelf Holders in connection with any Shelf Take-Down initiated by such Restricted Shelf Holder, unless such Shelf Take-Down is a Marketed Underwritten Shelf Take-Down (in which case, Section 5.2(e)(iii) and Section 5.2(e)(iv) shall apply to such Shelf Take-Down).

Restricted Shelf Take-Downs. In addition (A) Prior to the requirements set forth in Section 3.1(d)(iii) occurrence of an Equity Co-Investor Termination Event, with respect to any Underwritten each Shelf Take-Down that is not a Marketed Underwritten Shelf-Take-Down, for any Initiating Holder to initiate such an Underwritten Shelf Take-Down (any such Underwritten Shelf Take-Down, a “Restricted Shelf Take-Down”), such the H&F Initiating Holder Holders shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to all other Shelf Holders (the “Eligible Take-Down Holders”) as far in advance of the completion of such Restricted Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down (but in no event less than three (3) hours in advance of the completion of such Restricted Shelf Take-Down), which Restricted Shelf Take-Down Notice shall set forth (1I) the total number of Registrable Securities expected to be offered and sold in such Restricted Shelf Take-Down, (2II) the expected plan of distribution of such Restricted Shelf Take-Down, (3III) the fraction, expressed as a percentage, determined by dividing the number of Registrable Securities anticipated to be sold by the H&F Initiating Holders in such Restricted Shelf Take-Down by the total number of Registrable Securities held by such the H&F Initiating Holder Holders (the “Shelf Take-Down Percentage”), (4IV) an invitation to each other Shelf Eligible Take-Down Holder to elect (such other Shelf Eligible Take-Down Holders who make such an election being “Shelf Take-Down Participating Tagging Holders,” and, together with the H&F Initiating Holder Holders and all other Persons (other than any Affiliates of the H&F Initiating Holders) who otherwise are transferring, or have exercised a contractual or other right to transfer, Registrable Securities Shares in connection with such Restricted Shelf Take-Down, the “Restricted Shelf Take-Down Selling Holders”) to include in the Restricted Shelf Take-Down Registrable Securities held by such Shelf Take-Down Participating Tagging Holder (not in any event to exceed the Shelf Take-Down Percentage of the total number of IPO Entity Shares Share Equivalents held by such Shelf Take-Down Participating Tagging Holder) and (5V) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to each such other Shelf Eligible Take-Down Holder that elects to exercise such right (including the delivery of one or more stock certificates representing Registrable Securities of such other Shelf Eligible Take-Down Holder to be sold in such Restricted Shelf Take-Down). . (B) Upon delivery of a Restricted Shelf Take-Down Notice, each such other Shelf Eligible Take-Down Holder may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by such the H&F Initiating HolderHolders, by sending an irrevocable written notice (a “Restricted Shelf Take-Down Participation Notice”) to such the H&F Initiating Holder Holders within the time period specified in such Restricted Shelf Take-Down Notice, indicating its, his or her election to sell up to the number of Registrable Securities in the Restricted Shelf Take-Down specified by such other Shelf Eligible Take-Down Holder in such Restricted Shelf Take-Down Participation Notice (such specified number not in any event to exceed the Shelf Take-Down Percentage of the total number of Registrable Securities held by such other Shelf Eligible Take-Down Holder). Following the time period specified in such Restricted Shelf Take-Down Notice, each Shelf Take-Down Participating Tagging Holder that has delivered a Restricted Shelf Take-Down Participation Notice shall be permitted to sell in such Restricted Shelf Take-Down on the terms and conditions set forth in the Restricted Shelf Take-Down Notice, concurrently with such the H&F Initiating Holder Holders and the other Restricted Shelf Take-Down Selling Holders, the number of Registrable Securities calculated as follows: (A) first there shall be allocated pursuant to each Restricted Shelf Take-Down Selling Holder a number of Registrable Securities equal to the lesser of (I) the maximum number of Registrable Securities such Restricted Take-Down Selling Holder has elected to sell in the Restricted Shelf Take-Down in its, his or her Restricted Shelf Take-Down Notice or Restricted Shelf Take-Down Participation Notice and (II) the number of Registrable Securities determined by multiplying (x) the number of Registrable Securities to be sold in such Restricted Shelf Take-Down by (y) a fraction the numerator of which is the number of Registrable Securities owned by such Restricted Shelf Take-Down Selling Holder and the denominator of which is the total Registrable Securities owned by all Restricted Shelf Take-Down Selling Holders (the “Pro Rata Shelf Take-Down Share”Section 5.2(d)(ii)(D); and (B) any remaining Registrable Securities to be sold in such Restricted Shelf Take-Down shall be allocated to the Restricted Shelf Take-Down Selling Holders that elected to sell in excess of their Pro Rata Shelf Take-Down Share, pro rata to such Restricted Shelf Take-Down Selling Holders based upon such Restricted Shelf Take-Down Selling Holders’ relative Pro Rata Shelf Take-Down Shares, or as such Restricted Shelf Take-Down Selling Holders may otherwise agree in writing among themselves. For the avoidance of doubt, it is understood that in order to be entitled to exercise its, his or her right to sell Registrable Securities in a Restricted Shelf Take-Down pursuant to this Section 3.1(d)(iv5.2(d)(ii), each Shelf Take-Down Participating Tagging Holder must agree, on a several and not joint basis, agree to make the same representations, warranties, covenants, indemnities and agreements, if any, as the H&F Initiating Holder agrees Holders agree to make in connection with the Restricted Shelf Take-Down. With respect to any Registrable Securities for which a Take-Down Tagging Holder holds exercisable and vested but unexercised Options or other Securities exercisable for, convertible into or exchangeable for Shares, to the extent that such Registrable Securities are to be sold pursuant to this Section 5.2(d)(ii), such Take-Down Tagging Holder must exercise the relevant Option or other Security (which may include an exercise effected on a “net exercise” basis) or exercise, convert or exchange such other relevant Security and transfer the relevant Registrable Securities (rather than the Option or other Security). All costs and expenses incurred by the H&F Initiating Holders in connection with such Restricted Shelf Take-Down shall be borne on a pro rata basis in accordance with the number of Registrable Securities being sold by each of the Restricted Take-Down Selling Holders. (C) Notwithstanding the delivery of any Restricted Shelf Take-Down Notice, all determinations as to whether to complete any Restricted Shelf Take-Down and as to the timing, manner, price and other terms of any Restricted Shelf Take-Down shall be at the sole discretion of the H&F Initiating HolderHolders. Each of the Initiating Shelf Holders agrees to reasonably cooperate with each of the other Shelf Holders to establish notice, delivery and documentation procedures and measures to facilitate such other Shelf Holder’s participation in future potential Restricted Shelf Take-Downs by such Initiating Holder pursuant to this Section 3.1(d)(iv5.2(d)(ii). (D) The Restricted Take-Down Selling Holders shall be entitled to sell in the Restricted Shelf Take-Down a number of Registrable Securities calculated as follows: 1) first there shall be allocated to each Restricted Take-Down Selling Holder a number of Registrable Securities equal to the lesser of (A) the maximum number of Registrable Securities such Restricted Take-Down Selling Holder has elected to sell in the Restricted Shelf Take-Down in its, his or her Restricted Shelf Take-Down Notice or Take-Down Participation Notice and (B) the number of Registrable Securities determined by multiplying (x) the number of Registrable Securities subject to the Restricted Shelf Take-Down by (y) a fraction the numerator of which is the number of Registrable Securities owned by such Restricted Take-Down Selling Holder and the denominator of which is the total Registrable Securities owned by all Restricted Take-Down Selling Holders (the “Pro Rata Take-Down Share”); and 2) any remaining Registrable Securities subject to the Restricted Shelf Take-Down shall be allocated to the Restricted Take-Down Selling Holders that elected to sell in excess of their Pro Rata Take-Down Share, pro rata to such Restricted Take-Down Selling Holders based upon such Restricted Take-Down Selling Holders’ relative Pro Rata Take-Down Shares, or as such Restricted Take-Down Selling Holders may otherwise agree. (E) For the avoidance of doubt, after the occurrence of an Equity Co-Investor Termination Event, none of the H&F Initiating Holders shall be required to permit the offer and sale of Registrable Securities by any other Shelf Holders or Third Party Shelf Holders in connection with any Shelf Take-Down, unless such Shelf Take-Down is a Marketed Underwritten Shelf Take-Down (in which case, Section 5.2(d)(iii) and Section 5.2(d)(iv) shall apply to such Shelf Take-Down).

Restricted Shelf Take-Downs. In addition (i) Prior to the requirements set forth in Section 3.1(d)(iiithree-year anniversary of an Initial Public Offering, no offering or sale of Registrable Securities by a Restricted Shelf Holder pursuant to a Shelf Registration Statement (each, a “Restricted Shelf Take-Down”) with may occur unless it has been initiated by SLP Initiating Holders. With respect to any Underwritten each Restricted Shelf Take-Down that is not a Marketed Underwritten Shelf-Take-Down, for any Initiating Holder to initiate such an Underwritten Shelf Take-Down (any such Underwritten Shelf Take-Down, a “Restricted Shelf Take-Down”), such the SLP Initiating Holder Holders shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to all other Restricted Shelf Holders as far in advance of the completion of such Restricted Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down (but in no event less than three (3) hours in advance of the completion of such Restricted Shelf Take-Down), which Restricted Shelf Take-Down Notice shall set forth (1A) the total number of Registrable Securities expected to be offered and sold in such Restricted Shelf Take-Down, (2B) the expected plan of distribution of such Restricted Shelf Take-Down, (3C) that the fraction, expressed as a percentage, determined by dividing the number of Registrable Securities anticipated to be sold in such Restricted Shelf Holder shall have the right, upon the terms and subject to the conditions set forth in this Section 4.2(d), to elect to sell up to its Pro Rata Take-Down by the total number of Registrable Securities held by such Initiating Holder Portion (the “Shelf Take-Down Percentage”), (4) an invitation to each other Shelf Holder to elect (such other Shelf Holders who make such an election being “Shelf Take-Down Participating Holders,” and, together with the Initiating Holder and all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Registrable Securities in connection with such Restricted Shelf Take-Down, the “Restricted Shelf Take-Down Selling Holders”) to include in the Restricted Shelf Take-Down Registrable Securities held by such Shelf Take-Down Participating Holder (not in any event to exceed the Shelf Take-Down Percentage of the total number of IPO Entity Shares held by such Shelf Take-Down Participating Holderas defined below) and (5D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to each such other Shelf Holder that elects to exercise such right (including the delivery of one or more stock certificates representing Registrable Securities Shares of such other Shelf Holder to be sold in such Restricted Shelf Take-Down). Upon delivery receipt of a such Restricted Shelf Take-Down Notice, each such other Restricted Shelf Holder may elect to sell Registrable Securities in up to his Pro Rata Take-Down Portion with respect to each such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant by taking such action or actions referred to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by such Initiating Holderin clause (D) above in a timely manner; provided, by sending an irrevocable written notice (a “Restricted Shelf Take-Down Participation Notice”) to such Initiating Holder within the time period specified in however that, if such Restricted Shelf Take-Down Notice, indicating its, his or her election to sell up to the number of Registrable Securities in the Restricted is a Non-Marketed Underwritten Shelf Take-Down specified by Down, such other Shelf Holder in such Restricted Shelf Take-Down Participation Notice (such specified number not in any event right to exceed the Shelf Take-Down Percentage of the total number of Registrable Securities held by such other Shelf Holder). Following the time period specified in such Restricted Shelf Take-Down Notice, each Shelf Take-Down Participating Holder that has delivered a Restricted Shelf Take-Down Participation Notice sell shall be permitted to sell in such Restricted Shelf Take-Down on the terms and conditions set forth in the Restricted Shelf Take-Down Notice, concurrently with such Initiating Holder and the other Restricted Shelf Take-Down Selling Holders, the number of Registrable Securities calculated as follows: (A) first there shall be allocated to each Restricted Shelf Take-Down Selling Holder a number of Registrable Securities equal to the lesser of (I) the maximum number of Registrable Securities such Restricted Take-Down Selling Holder has elected to sell in the Restricted Shelf Take-Down in its, his or her Restricted Shelf Take-Down Notice or Restricted Shelf Take-Down Participation Notice and (II) the number of Registrable Securities determined by multiplying (x) the number of Registrable Securities to be sold in such Restricted Shelf Take-Down by (y) a fraction the numerator of which is the number of Registrable Securities owned by such Restricted Shelf Take-Down Selling Holder and the denominator of which is the total Registrable Securities owned by all Restricted Shelf Take-Down Selling Holders (the “Pro Rata Shelf Take-Down Share”); and (B) any remaining Registrable Securities to be sold in such Restricted Shelf Take-Down shall be allocated to the Restricted Shelf Take-Down Selling Holders that elected to sell in excess of their Pro Rata Shelf Take-Down Share, pro rata subject to such Restricted Shelf Take-Down Selling Holders based upon such Restricted Shelf Take-Down Selling Holders’ relative Pro Rata Shelf Take-Down Shares, or as such Restricted Shelf Take-Down Selling Holders may otherwise agree in writing among themselves. For the avoidance of doubt, it is understood that in order to be entitled to exercise its, his or her right to sell Registrable Securities in a Restricted Shelf Take-Down pursuant to this Holder’s compliance with Section 3.1(d)(iv4.2(d)(iii), each Shelf Take-Down Participating Holder must agree, on a several and not joint basis, to make the same representations, warranties, covenants, indemnities and agreements, if any, as the Initiating Holder agrees to make in connection with the Restricted Shelf Take-Down. Notwithstanding the delivery of any Restricted Shelf Take-Down Notice, all determinations as to whether to complete any Restricted Shelf Take-Down and as to the timing, manner, price and other terms of any Restricted Shelf Take-Down shall be at the sole discretion of the SLP Initiating Holder. Each of the Initiating Holders agrees to reasonably cooperate with each of the other Shelf Holders to establish noticeHolders, delivery and documentation procedures and measures to facilitate provided that, if such other Shelf Holder’s participation in future potential Restricted Shelf Take-Downs by Down is completed, the SLP Initiating Holders must include each such Initiating Restricted Shelf Holder’s Pro Rata Take Down Portion in such Restricted Shelf Take-Down if such Restricted Shelf Holder pursuant to has complied with the immediately foregoing sentence. For purposes of this Section 3.1(d)(iv4.2(d)(i)., “Pro Rata