Common use of Shelf Take-Downs Clause in Contracts

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1)each, a “Shelf Take-Down”) may be initiated by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder will have (in such capacity, the right to elect “Initiating Shelf Take-Down Holder”) in the Demand Notice for any Demand Registration to be made on a respect of such Initiating Shelf Take-Down Holder’s Registrable Securities included in such Shelf Registration Statement. Except as set forth in Section 3.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, in which event the Company Initiating Shelf Take-Down Holder shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject be required to Section 6), a Shelf Registration Statement relating to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder. (ii) Subject to Section 3.11, if the Holders of a majority of the Registrable Securities requested to be included therein by in the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration elect by written notice delivered request to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that , a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may be necessary in order soon as practicable. Such Holders shall have the right to enable select the managing underwriter or underwriters to administer such Registrable Securities offering. The provisions of Section 3.01(f) shall apply to be distributed any Underwritten Offering pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holdersthis Section 3.02(e). (ciii) The Company shall deliver If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five three (53) Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice to such other Holderhas been delivered. (div) If For so long as no black-out period as described in and subject to the terms of Section 3.04 with respect to a Shelf Marketed Underwritten Offering is being conducted and then in effect, a Shelf Holder may initiate a Shelf Take-Down with respect to the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in of such Shelf Holder so long as such Shelf Take-Down is not in the form of an Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)Offering. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6)each, a “Shelf Registration Statement relating Take-Down”) may be initiated only by an Institutional Investor (an “Initiating Shelf Take-Down Holder”). Except as set forth in Section 2.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of the Registrable Securities requested to be included therein by the other Shelf Holders thereof from time to time in accordance connection with the methods of distribution elected any such Shelf Take-Down initiated by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Initiating Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the CompanyTake-Down Holder. (bii) At any time that Subject to Section 2.11, if the Initiating Shelf Take-Down Holder elects by written request to the Company, a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may be necessary in order soon as practicable. Such Initiating Shelf Take-Down Holder shall have the right to enable select the managing underwriter or underwriters to administer such Registrable Securities offering. The provisions of Section 2.01(g) shall apply to be distributed any Underwritten Offering pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holdersthis Section 2.02(e). (ciii) The Company shall deliver If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five three (53) Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice to such other Holderhas been delivered. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts Subject to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1Sections 2.1(a) and 2.1(b), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At at any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder CDR Investor or the Family Group Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one members of CDR Investor Group or more of the Holders intends Family Group, as the case may be, intend to effect an underwritten offering of all or part of the Registrable Securities included by the Holders them on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering, then then, the Company shall amend or supplement the Shelf Registration Statement shelf registration statement or related prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering Offering, provided that (taking into account x) CDR Investor shall not be entitled to deliver (i) an aggregate of more than three Take-Down Notices in any twelve-month period or (ii) any Take-Down Notice within thirty days after the inclusion effective date of Other Securities by any other holders).Registration Statement of the Company hereunder and (y) the Family Group Representative shall not be entitled to deliver (i) more than one Take-Down Notice or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereunder. In connection with any Shelf Underwritten Offering: (ci) The Company CDR Investor or the Family Group Representative, as the case may be, shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are Stockholders included on such Shelf Registration Statement shelf registration statement and permit each Holder Stockholder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder Stockholder notifies CDR Investor or the Family Group Representative, as the case may be, and the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holder.Stockholder; and (dii) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides underwriter advises the Company and in its reasonable opinion that marketing factors (including an adverse effect on the other holders seeking to include securities in such per share offering in writing price) require a Cutback Notice, then limitation on the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down, the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 2.1(f) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 Stock is effective, if a the Holder Representative delivers a notice to the Company Parent (a “Shelf Take-Take Down Notice”) stating that one or more the holders of the Holders intends Registrable Stock intend to effect an underwritten offering of all or part of the Registrable Securities Stock included by the Holders on in the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten OfferingRegistration, then the Company Parent shall amend or supplement the registration statement or related prospectus for the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities Stock to be distributed pursuant to the Shelf Underwritten Offering Registration; provided, that the Holder Representative shall not be entitled to deliver (taking into i) more than two such Take Down Notices in any 12-month period, or (ii) any such Take Down Notice within (A) 60 days following the latest of the effective date of a registration statement or the date of the filing of a prospectus or prospectus supplement pertaining to a public offering of securities for the account of Parent or (B) six months following the inclusion latest of Other Securities by any other holders)the effective date of a registration statement or the date of the filing of a prospectus or prospectus supplement pertaining to (x) a previous Demand Registration or (y) a previous Piggyback Registration in which Holders sold at least 80% of the shares of Registrable Stock requested to be included therein. (cb) The Company In connection with the delivery of any Take Down Notice, the Holder Representative shall also deliver the Shelf Take-Take Down Notice to all other Holders whose securities are holders of Registrable Stock included on in such Shelf Registration Statement registration statement and permit each Holder such other holder to include its Registrable Securities included on the Stock in such Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies holder responds to the Company Take Down Notice within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other HolderDays. (dc) If a the managing underwriter of such Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering Registration advises Parent in writing a Cutback Notice, then that the number total amount of Registrable Securities and Other Securities sought securities to be included in the take down will exceed the maximum amount of Parent’s securities that can be sold in such Shelf Underwritten Offering offering without adversely affecting the marketability or the price per share of the securities proposed to be sold in such take down, then Parent shall be allocated for inclusion entitled to reduce the number of shares of Registrable Stock to be sold in accordance with Section 2(c)such take down in proportion (as nearly as practicable) to the amount of Registrable Stock requested to be included by each Holder. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Shelf-Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Investor (each, a Holder delivers “Shelf-Holder”) may deliver a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering (including an underwritten “block trade”) of all or part of the its Registrable Securities constituting Conversion Stock included by the Holders it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) ), and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company Corporation shall amend or supplement the Shelf Shelf-Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to this Section 4(c).) and comply with Section 10; provided, that the Corporation shall not be required to effect a Shelf Underwritten Offering if the managing underwriter shall advise the Corporation that, in its reasonable opinion, the aggregate offering price of the Registrable Securities to be sold in such offering is not expected to exceed $10,000,000. The rights of the Shelf-Holders to deliver a Take-Down Notice shall be unlimited. In connection with any Shelf Underwritten Offering: (ci) The Company the Corporation promptly shall deliver the Shelf Take-Down Notice to the Investors and all other Holders whose securities are included on such Shelf Shelf-Registration Statement and permit each such Holder to include sell its Registrable Securities included on the Shelf Shelf-Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company proposing Holders and the Corporation within three (3) days after delivery of the Take-Down Notice to such Holder; and (ii) in the event that the underwriter determines and advises the Corporation and such Shelf-Holders in writing that, in its reasonable view, marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of Registrable Securities which would otherwise be included in such take down, the underwriter may limit the number of Registrable Securities which would otherwise be included in such take-down offering in the same manner as described in Section 3(b), with respect to a limitation of shares to be included in a registration. If a Shelf-Holder desires to effect a sale of Registrable Securities registered under a shelf-registration statement that does not constitute a Shelf Underwritten Offering (a “Non-Marketed Take-Down”), such Shelf-Holder shall so indicate in a written request delivered to the Corporation no later than five (5) Business Days after delivery prior to the expected date of the Shelf such Non-Marketed Take-Down Notice Down, and, if necessary, the Corporation shall file and effect an amendment or supplement to its Shelf Registration Statement for such other Holderpurpose as soon as practicable. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or 2, Section 3 or this Section 4 is effective, if a Holder any holder or group of holders of Registrable Securities delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such the Shelf Underwritten OfferingOffering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 million, then then, the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).). In connection with any Shelf Underwritten Offering: (ci) The the Company shall promptly deliver the Shelf Take-Down Notice to all other Holders whose securities are Stockholders included on such Shelf Registration Statement and any other Shelf Registration Statement covering Registrable Securities then in effect and permit each Holder such Stockholder to include its Registrable Securities included on the any Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder Stockholder notifies the Company within five (5) Business Days business days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If in the event that the managing underwriter(s) determines that marketing factors (including an adverse effect on the per share offering price) require a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then limitation on the number of Registrable Securities and Other Securities sought shares which would otherwise be included in the Shelf Underwritten Offering, the managing underwriter(s) may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 2(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)an underwritten offering. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1)each, any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a “Shelf Registration StatementTake-Down”) may, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 62.05(b), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At initiated at any time that a by any Holder (the “Initiating Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a Take-Down Holder”) by notice to the Company (a the “Shelf Take-Down Notice”) stating ), provided that one or more the Shelf Take-Down relates to a number of the Holders intends Registrable Securities at least equal to effect an underwritten offering of all or part of the Registrable Amount. Except as set forth in Section 2.02(d)(iii), the Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities included by other Shelf Holders in connection with any such Shelf Take-Down initiated by the Holders on the Initiating Shelf Take-Down Holder and no Shelf Holder shall be entitled to offer or sell any Registrable Securities pursuant to such Shelf Registration Statement Statement, except in connection with any Shelf Take-Down initiated by the Initiating Shelf Take-Down Holder. (ii) If the Initiating Shelf Take-Down Holder elects by written request to the Company, a Shelf Take-Down shall be in the form of an Underwritten Offering (such written request, an “Underwritten Shelf Underwritten OfferingTake-Down Notice”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may soon as practicable. The Initiating Shelf Take-Down Holder shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such managing underwriter or underwriters shall be necessary in order to enable such Registrable Securities to be distributed pursuant acceptable to the Company (acting reasonably). The Initiating Shelf Take-Down Holder shall indicate whether the Underwritten Offering (taking into account the inclusion of Other Securities by any other holders)Shelf-Take Down Notice relates to a Marketed Underwritten Shelf Take-Down. (ciii) The Company shall deliver the Promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than two (2) Business Days thereafter), the Company shall promptly deliver a written notice (a “Underwritten Shelf Take-Down Company Notice”) of such Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five two (52) Business Days after delivery of the date that such Underwritten Shelf Take-Down Company Notice to such other Holderhas been delivered. (div) If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Shelf Underwritten Offering is being conducted and Take-Down informs the representative of the underwriters provides Holders or the Company and the other holders seeking to include securities in such offering in writing a Cutback Noticethat, then in its or their opinion, the number of Registrable Securities and Other Securities sought securities requested to be included in such Shelf Underwritten Offering Take-Down exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Shelf Take-Down shall be allocated (i) first, pro rata among the Shelf Holders that have requested to participate in such Shelf Take-Down based on the relative number of Registrable Securities then held by each such Shelf Holder; provided that any securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining requesting Shelf Holders in like manner; (ii) second, and only if all the Registrable Securities referred to in clause (i) have been included in such Shelf Take-Down, to the Company up to the number of securities that the Company proposes to include in such Shelf Take-Down that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect; (iii) third, and only if all of the securities referred to in clause (ii) have been included in such Shelf Take-Down, to those Persons holding any other securities eligible for inclusion in accordance such Shelf Take-Down, up to the number of securities that in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect. The Company shall not include any securities other than Registrable Securities in a Shelf Take-Down, except with Section 2(c)the written consent of the Initiating Shelf Take-Down Holder. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company Any Selling Holder of Registrable Securities included in a Form S-3 Shelf Registration Statement (an “Initiating Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this Section 2.4 shall use reasonable best efforts to qualify for registration on apply. (b) If an Initiating Shelf Holder who is a Shelf Registration Statement on Party so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”) and, subject to the limitations set forth in the proviso to Section 2.3(a)(2) as modified by Section 2.3(d), the Company shall file and effect an amendment or supplement to its Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice filing of a supplemental prospectus) for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, such purpose as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), . Such Initiating Shelf Holder who is a Shelf Registration Statement relating Party shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to the offer and sale of the Registrable Securities requested to be included therein involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Holders thereof from time to time in accordance with underwriters over a period of at least 48 hours (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable (but in any event no later than three Business Days after the filing thereof. Upon receipt of such Demand Marketed Underwritten Shelf Take-Down Notice, the Company will notify ) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders and shall permit the participation of all such Shelf Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within five days after the receipt of such notice of their election to participate. The provisions of Section 2.3(c) (other than the Demanding Holdersfirst sentence thereof) in writing and such other Holders shall have apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate in any Underwritten Shelf Take-Down. (c) If the Initiating Shelf Holder who is a Shelf Registration Party desires to effect an Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), such Initiating Shelf Holder shall so indicate in a written request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company no later than two Business Days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down, (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down) and (iv) at the option and in the sole discretion of such Initiating Shelf Holder, an election that such Non-Marketed Underwritten Shelf Take-Down shall be subject to Section 2.4(d) (a “Non-Marketed Underwritten Shelf Take-Down Piggyback Election”), and, subject to the limitations set forth in the proviso to Section 2.3(a)(2) as modified by Section 2.3(d), the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement (including the filing of a supplemental prospectus) for such purpose as promptly as reasonably practicable (and in any event within fifteen (15) days after such notice is given by the Companythree Business Days). (bd) At Upon receipt from any time that a Shelf Registration Statement covering Registrable Securities Party of a written request pursuant to Section 2 or Section 3 is effective2.4(c) that contains an affirmative Non-Marketed Underwritten Shelf Take-Down Piggyback Election, if a Holder delivers a notice to the Company shall provide written notice (a “Non-Marketed Underwritten Shelf Take-Down Notice”) stating that one or more of such Non-Marketed Underwritten Shelf Take-Down promptly to all Holders (other than the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the requesting Shelf Registration Statement (a “Shelf Party), which Non-Marketed Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its shall set forth (i) the total number of Registrable Securities included on expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Registration Statement in the Shelf Take-Down, (iii) that each recipient of such Non-Marketed Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice (each, a “Notice Recipient”) shall have the right, upon the terms and subject to the conditions set forth in this Section 2.4(d), to elect to sell up to its Non-Marketed Take-Down Share and (iv) the action or actions required (including the timing thereof, which for the avoidance of doubt shall not require any delay in the expected date of such other Holder. (d) If a Non-Marketed Underwritten Shelf Underwritten Offering is being conducted and the representative Take-Down or extension of the underwriters provides Company’s obligation to file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement as soon as practicable of the Company and the other holders seeking Initiating Shelf Holder’s Non-Marketed Underwritten Shelf Take-Down request pursuant to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c2.4(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant Non-Marketed Underwritten Shelf Take-Down with respect to this Section 4 each Notice Recipient that elects to exercise such right (including the delivery of one or more stock certificates representing shares of Registrable Securities held by such Notice Recipient to be sold in such Non-Marketed Underwritten Shelf Take-Down). Upon receipt of such Non-Marketed Underwritten Shelf Take-Down Notice, each such Notice Recipient may elect to sell up to its Non-Marketed Take-Down Share with respect to each such Non-Marketed Underwritten Shelf Take-Down, by taking such action or actions referred to in clause (iv) above in a timely manner. If the Shelf Registration Party does not elect to sell all of its Non-Marketed Take-Down Share, the unelected portion of such Non-Marketed Take-Down Share shall be borne allocated to the Notice Recipients, pro rata based on their respective Non-Marketed Take-Down Shares. Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Underwritten Shelf Take-Down contemplated by Section 2.4(d) shall be at the Companydiscretion of the Initiating Shelf Holder who is a Shelf Registration Party.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts Subject to qualify for registration any applicable restrictions on a transfer in the Investment Agreements or under applicable law, at any time that any Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering a sale or distribution of all or part of the its Registrable Securities included by the Holders it on the any Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall shall, subject to the other applicable provisions of this Agreement, amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering. (b) Subject to any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, after any Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Shelf Take-Down Notice”) specifying that a Shelf Offering is intended to be conducted through an Underwritten Offering (taking into account such Underwritten Offering, an “Underwritten Shelf Take-Down”), which shall specify the inclusion number of Other Registrable Securities by intended to be included in such Underwritten Shelf Take-Down; provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an Underwritten Shelf Take-Down the anticipated gross proceeds of which shall be less than $100 million (the “Minimum Amount”) (unless all the Holders are proposing to sell all of their remaining Registrable Securities) or (ii) launch an Underwritten Shelf Take-Down within the period commencing 20 days prior to and ending two (2) days following the Company’s scheduled earnings release date for any other holders). (c) The fiscal quarter or year. To the extent an Underwritten Shelf Take-Down is a Marketed Underwritten Offering, the Company shall deliver the Underwritten Shelf Take-Down Notice to all the other Holders whose securities are of Registrable Securities that have been included on such Shelf Registration Statement and permit each Holder such Holders to include its their Registrable Securities included on the Shelf Registration Statement in the such Underwritten Shelf Take-Down that is a Marketed Underwritten Offering if such other Holder notifies the Holder delivering the Underwritten Shelf Take-Down Notice and the Company within five three (53) Business Days after delivery of the Underwritten Shelf Take-Down Notice to such Holder. (c) In the event of an Underwritten Shelf Take-Down, the Holder delivering the related Underwritten Shelf Take-Down Notice shall (in the case of a Marketed Underwritten Offering, in consultation with other HolderHolders participating in the Underwritten Shelf Take-Down) select the managing underwriter(s) to administer the Underwritten Shelf Take-Down; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld. The Company and the Holders of Registrable Securities participating in an Underwritten Shelf Take-Down will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (d) If a The Company will not include in any Underwritten Shelf Underwritten Offering is being conducted and Take-Down pursuant to this Section 1.6 any securities that are not Registrable Securities without the representative prior written consent of the Holder(s) participating in such Underwritten Shelf Take-Down. In the case of an Underwritten Shelf Take-Down that is a Marketed Underwritten Offering, if the managing underwriter or underwriters provides advise the Company and the other holders seeking to include securities in such offering Holders in writing a Cutback Notice, then that in its or their good faith opinion the number of Registrable Securities and Other Securities sought (and, if permitted hereunder, other securities) requested to be included in such offering exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that have requested to participate in such Underwritten Shelf Take-Down that is a Marketed Underwritten Offering shall Offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities owned by such Holders, and (ii) second, any other securities of the Company that have been requested to be allocated for inclusion in accordance with Section 2(c)so included. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder any of the Registrable Securities Holders delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement Registration, whether such offering is an Underwritten Offering or non-underwritten (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering, then the Company shall will amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersStockholders pursuant to this Section 9.9).. In connection with any Shelf Offering: (ca) The the Company shall will deliver the Shelf Take-Down Notice to all other Registrable Securities Holders whose securities are included on such Shelf Registration Statement and permit each such Registrable Securities Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Registrable Securities Holder notifies the Company within five three (53) Business Days days after delivery of the Shelf Take-Down Notice to such other Registrable Securities Holder.; and (db) If in the event that the managing underwriter(s), if any, advises the Company in writing that marketing factors require a Shelf Underwritten Offering is being conducted and the representative limitation of the underwriters provides the Company and the other holders seeking number of shares to include securities in such offering in writing a Cutback Noticebe underwritten, then the Company will so advise all Registrable Securities Holders of Registrable Securities, and the number of shares of Registrable Securities and Other Securities sought to that may be included in such the Shelf Underwritten Offering shall will be allocated for inclusion limited in accordance with the same manner as is described in Section 2(c9.1(b). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder any holder or group of holders of Registrable Securities delivers a notice to the Company and the Board (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement Registration, whether such offering is underwritten or non-underwritten (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then, provided that the Board approves the Shelf Offering and the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 3.5 of this Agreement).. In connection with any Shelf Offering: (ca) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to the Company, which shall in turn deliver such notice to all other Holders whose securities are holders included on such Shelf Registration Statement and permit each Holder holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder holder notifies the proposing holders and the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holder.holder, and (db) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides managing underwriter(s), if any, advises the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then that in its opinion the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering exceeds the number of Registrable Securities which can be sold therein without adversely affecting the marketability of the offering, such underwriter(s), if any, may limit the number of shares which would otherwise be included in such take-down offering and, in such case, the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be allocated for inclusion included in accordance with Section 2(csuch offering that, in the opinion of such underwriter(s), can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and only then securities that are not Registrable Securities if the managing underwriter(s) has advised that such securities may be included. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), by any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on (each, a “Shelf Registration StatementTake-Down”) may, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6)2.09, a Shelf Registration Statement relating be initiated at any time on or after the Lock-up Period Expiration Date by Navy. Navy shall not be required to permit the offer and sale of the Registrable Securities requested to be included therein any securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders any Person (other than the Demanding Holdersa Holder) in writing and connection with any such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Shelf Take-Down Notice”initiated by Navy. (ii) stating that one or more Subject to Section 2.09, if Navy elects by written request to the Company, a Shelf Take-Down by any Holder shall be in the form of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Underwritten Offering (an “Underwritten Shelf Registration Statement (a “Shelf Underwritten OfferingTake-Down Request”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may soon as practicable. Navy shall have the right to select the Managing Underwriter to administer such offering; provided that such Managing Underwriter shall be necessary reasonably acceptable to the Company. If the plan of distribution for any Underwritten Shelf Take-Down Request includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Request (but in order no event more than three Business Days thereafter), the Company shall deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to enable all Holders (other than Navy), and, subject to Section 2.01(c)(i), the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be distributed offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within three Business Days after the Shelf date that such Marketed Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holderhas been delivered. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to this Section 2 3.4 is effective or has been requested to be filed pursuant to Section 3 is effective3.4(a), if a Holder the Silver Lake Transferee Group or Workday Investors, as the case may be, delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering, then the Company shall promptly amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by Offering. In connection with any Shelf Underwritten Offering, other holders).than any such offering not involving a “roadshow”: (ci) The the Company shall shall, within one (1) Business Day of its receipt thereof from the Silver Lake Transferee Group or Workday Investors, as the case may be, also deliver the Shelf Take-Down Notice to all the other Eligible Holders whose securities are of Registrable Securities that have been included on such Shelf Registration Statement shelf registration statement and permit each Holder such Holders to include its up to the Threshold Amount of their Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder notifies the Silver Lake Transferee Group or Workday Investors, as the case may be, and the Company within five one (51) Business Days Day after delivery of the Shelf Take-Down Notice to such other Holder.; provided, that, for the avoidance of doubt and subject to clause (ii) below, the amount of Registrable Securities that Workday Investors may include in such shelf registration statement shall not be limited to the Threshold Amount; and (dii) If in the event that the lead managing underwriter or the underwriters advise the Silver Lake Transferee Group or Workday Investors, as the case may be, that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation on the number of shares to be included in such Shelf Underwritten Offering, then the Silver Lake Transferee Group, Workday Investors or the Company, as the case may be, shall so advise all Eligible Holders of Registrable Securities who have requested to participate in such Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion determined in accordance the same manner as described in Section 3.3(c) with Section 2(c)respect to a limitation of shares to be included in a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder the Lead Investor delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the CD&R Investors’ Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering, then then, the Company shall amend or supplement the Shelf Registration Statement shelf registration statement or related prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to this Section 7)., provided that the Lead Investor shall not be entitled to deliver (i) an aggregate of more than five Take-Down Notices in any twelve month period other than with respect to a Specified Non-Marketed Offering, or (ii) any Take-Down Notice within 30 days after the effective date of any Registration Statement of the Company hereunder. In connection with any Shelf Underwritten Offering: (ca) The Company the Lead Investor shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement shelf registration statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder notifies the Lead Investor and the Company within five (5) two Business Days after delivery of the Shelf Take-Down Notice to such other Holder.; and (db) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides underwriter advises the Company and in its reasonable opinion that marketing factors (including an adverse effect on the other holders seeking to include securities in such per share offering in writing price) require a Cutback Notice, then limitation on the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down, the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 2(e) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 (or otherwise) is effective, if a Holder any Shareholder delivers a notice to the Company (each, a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of sell all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (each, a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then then, the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).). In connection with any Shelf Offering, including any Shelf Offering that is a Marketed Offering: (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf Registration Statement shelf registration statement and permit each Holder such holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder holder notifies the proposing holder(s) and the Company within five (5) Business Days days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If a if the Shelf Underwritten Offering is being conducted and underwritten, in the representative event that the managing underwriter(s) of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the underwriters provides the Company and the other holders seeking Registrable Securities to include securities in such offering in writing a Cutback Noticebe included, then the managing underwriter(s) may limit the number of Registrable Securities and Other Securities sought to which would otherwise be included in such Shelf Underwritten Offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in a registration; provided, however, that each Shelf Offering that is a Marketed Offering initiated by a Shareholder shall be allocated for inclusion in accordance with deemed to be a demand subject to the provisions of Section 2(c3(a) (subject to Section 3(d)), and shall decrease by one the number of Demand Notices the Shareholders are entitled to pursuant to Section 3(e)(i). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a any Qualified Holder delivers a notice to the Company (a “Shelf Take-Down Notice”) (which shall be considered a registration upon request for purposes of Section 3(d)) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating ), then, provided that the number Board approves of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to Section 3(b).). In connection with any Shelf Underwritten Offering: (ci) The Company such proposing Qualified Holder shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement shelf registration statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days two business days after delivery of the Shelf Take-Down Notice to such other Holder.; and (dii) If in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then limitation on the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take down, the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf shelf Registration Statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 (or otherwise) is effective, if a Holder any Shareholder delivers a notice to the Company (each, a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of sell all or part of the its Registrable Securities included by the Holders it on the Shelf shelf Registration Statement (each, a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. In connection with any Shelf Offering, including any Shelf Offering that is an Underwritten Offering (taking into account including a Marketed Offering) (i) the inclusion Company shall, promptly upon receipt of Other Securities by any other holders). (c) The Company shall deliver the Shelf a Take-Down Notice (but in no event more than two (2) days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)), deliver a notice to all each other Holders whose securities are holder of Registrable Securities included on such Shelf shelf Registration Statement and permit each Holder such holder to include its Registrable Securities included on the Shelf shelf Registration Statement in the Shelf Underwritten Offering if such other Holder holder notifies the Company in writing within five three (53) Business Days days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after delivery of notice to such holder; and (ii) if the Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted and underwritten, in the representative event that the managing underwriter(s) of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the underwriters provides the Company and the other holders seeking Registrable Securities to include securities in such offering in writing a Cutback Noticebe included, then the managing underwriter(s) may limit the number of Registrable Securities and Other Securities sought to which would otherwise be included in such Shelf Offering in the same manner as described in Section 3(c) with respect to a limitation of shares to be included in a registration; provided, however, that the Company shall not be obligated to take any action to effect any Shelf Offering that is an Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). if a Demand Registration or Piggyback Registration was declared effective or an Underwritten Offering was consummated within the preceding ninety (e90) All Registration Expenses incurred in connection with such registration requested pursuant days (unless otherwise consented to this Section 4 shall be borne by the Company).

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on Any Selling Holder of Registrable Securities included in a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1an “Initiating Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event case the Company provisions of this Section 5.4 shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Companyapply. (b) At any time that If an Initiating Shelf Holder who is a Shelf GA Registration Statement covering Registrable Securities pursuant to Section 2 Party or Section 3 is effective, if HF Registration Party so elects in a Holder delivers a notice written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”) and, subject to the limitations set forth in the proviso to Section 5.3(a)(ii), the Company shall file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable; provided, that any such Marketed Underwritten Shelf Take-Down (as defined below) shall be deemed to be, for purposes of Section 5.1(b) and Section 5.1(f), a Demand. For the avoidance of doubt, the Management Stockholders and the eRx Stockholders shall not be entitled to request an Underwritten Shelf Take-Down. Such Initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than ten days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders and, subject to the priorities described in Article IV with respect to the GA Registration Parties and HF Registration Parties, shall permit the participation of all such Shelf Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within five days after the receipt of such notice of their election to participate. The provisions of Section 5.3(d) (other than the first sentence thereof) shall apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate in any Underwritten Shelf Take-Down. (c) If the Initiating Shelf Holder desires to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), the Initiating Shelf Holder shall so indicate in a written request delivered to the Company no later than two Business Days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down), and, subject to the limitations set forth in the proviso to Section 5.3(a)(ii), the Company shall file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable. (d) Upon receipt of a written request pursuant to Section 5.4(c) from any GA Registration Party or HF Registration Party, the Company shall provide written notice (a “Non-Marketed Underwritten Shelf Take-Down Notice”) stating of such Non-Marketed Underwritten Shelf Take-Down promptly to all GA Registration Parties and HF Registration Parties (other than the requesting party), which Non-Marketed Underwritten Shelf Take-Down Notice shall set forth (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down, (iii) that each recipient of such Non-Marketed Underwritten Shelf Take-Down Notice (each, a “Notice Recipient”) shall have the right, upon the terms and subject to the conditions set forth in this Section 5.4(d) and subject to the priorities described in Article IV, to elect to sell up to its Pro Rata Take-Down Portion and (iv) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down with respect to each Notice Recipient that elects to exercise such right (including the delivery of one or more stock certificates representing shares of Registrable Securities held by such Notice Recipient to be sold in such Non-Marketed Underwritten Shelf Take-Down). Upon receipt of such Non-Marketed Underwritten Shelf Take-Down Notice, subject to the priorities described in Article IV, each such Notice Recipient may elect to sell up to its Pro Rata Take-Down Portion with respect to each such Non-Marketed Underwritten Shelf Take-Down, by taking such action or actions referred to in clause (iv) above in a timely manner; provided, that each such Notice Recipient that elects to participate in such Non-Marketed Underwritten Shelf Take-Down may condition its participation on the Non-Marketed Underwritten Shelf Take-Down being completed within ten Business Days of its acceptance at a net price per share to such Notice Recipient of not less than 95% of the Holders intends closing price for the shares on their principal trading market on the trading day immediately prior to effect an underwritten offering such Notice Recipient’s election to participate. Notwithstanding anything to the contrary herein, this Section 5.4(d) shall not apply to any Non-Marketed Underwritten Shelf Take-Down initiated at a time when the priorities described in Article IV have been fully satisfied or expired. (e) Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, but subject to the proviso in the penultimate sentence of Section 5.4(d), all or part determinations as to whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Underwritten Shelf Take-Down contemplated by Section 5.4(d) shall be at the discretion of the Registrable Securities included by Initiating Shelf Holder; provided, that so long as the Holders on priorities described in Article IV have not been fully satisfied or expired, if such Non-Marketed Underwritten Shelf Take-Down is completed, the Initiating Shelf Registration Statement Holder must, subject to the priorities described in Article IV, include each Notice Recipient’s Pro Rata Take-Down Portion in such Non-Marketed Underwritten Shelf Take-Down if such Notice Recipient has complied with the penultimate sentence of Section 5.4(d). (f) For purposes of this Section 5.4, “Pro Rata Take-Down Portion” shall mean, with respect to any Non-Marketed Underwritten Shelf Take-Down and each Initiating Shelf Holder and each other Notice Recipient delivering such notice with respect to and participating in such Non-Marketed Underwritten Shelf Take-Down, a “Shelf Underwritten Offering”number equal to the product of the following: (i) and stating the total number of the Registrable Securities to be included in such Shelf Non-Marketed Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on (ii) a fraction, the Shelf Registration Statement in numerator of which is the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the total number of Registrable Securities beneficially owned by such Initiating Shelf Holder or other Notice Recipient, as applicable, and Other the denominator of which is the total number of Registrable Securities sought to be included beneficially owned by the Initiating Shelf Holder and all the other Notice Recipient delivering such a notice and participating in such Non-Marketed Underwritten Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)Take-Down. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts i. An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6)each, a “Shelf Registration Statement relating Take-Down”) may be initiated only by an Institutional Investor (an “Initiating Shelf Take-Down Holder”). Except as set forth in Section 2.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of the Registrable Securities requested to be included therein by the other Shelf Holders thereof from time to time in accordance connection with the methods of distribution elected any such Shelf Take-Down initiated by such Holders (Initiating Shelf Take-Down Holder. ii. Subject to Section 2.11, if the Initiating Shelf Take-Down Holder elects by written request to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand NoticeCompany, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) soon as practicable. The Company shall deliver have the right to select the managing underwriter or underwriters to administer such offering subject to the consent of such Initiating Shelf Take-Down Holder (not to be unreasonably withheld, delayed or conditioned). The provisions of Section 2.01(g) shall apply to any Underwritten Offering pursuant to this Section 2.02(e), mutatis mutandis. iii. If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five three (53) Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice to such other Holderhas been delivered. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder any holder or group of holders of Registrable Securities delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering or distribution of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement Registration, whether such offering or distribution is underwritten or non-underwritten (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders thereof pursuant to this Section 7(b).). In connection with any Shelf Offering: (ci) The the Company shall deliver the Shelf shall, promptly after receipt of a Take-Down Notice Notice, deliver such notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf Registration Statement and permit each Holder holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder holder notifies the proposing holders and the Company within five three (53) Business Days days after delivery of the Shelf Take-Down Notice to such other Holder.holder, and (dii) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides managing underwriter(s), if any, advises the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then that in its opinion the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall exceeds the number of Registrable Securities which can be allocated for inclusion sold therein without adversely affecting the marketability of the offering, such underwriter(s), if any, may limit the number of shares which would otherwise be included in accordance with such take-down offering in the same manner as is described in Section 2(c1(d). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the whose Registrable Securities requested to be are included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared an effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten OfferingHolder”) and stating the number may initiate an offering or sale of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend all or supplement the Shelf Registration Statement as may be necessary in order to enable part of such Registrable Securities to be distributed (a “Shelf Take-Down”), in which case the provisions of this Section 2.2 shall apply. Notwithstanding the foregoing: (i) any such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs pursuant to the Section 2.2(d) below; provided, that such Non-Marketed Shelf Take-Downs do not constitute an Underwritten Offering (taking into account the inclusion of Other Securities by any other holders).Shelf Take-Down; (cii) The Company shall deliver the Apollo Stockholder may initiate an unlimited number of Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below; provided, that, subject to Section 8.4, the Apollo Stockholder may provide a Transferee with the following Underwritten Shelf Take-Down Notice rights: (A) such Transferee may not initiate any Underwritten Offerings (including any block trade) if such Transferee acquires less than 5% of the outstanding Shares, (B) such Transferee may initiate one Underwritten Offering (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) such Transferee may initiate up to two Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 15% of the outstanding Shares; and (iii) in the case of clause (ii) of this Section 2.2(b), (A) the Registrable Securities proposed to be sold by the initiating Shelf Holder shall be required to (x) have a reasonably anticipated aggregate offering price of at least $25.0 million (before deduction of underwriting discounts and commissions) or (y) constitute all other Holders whose securities are included on remaining Registrable Securities held by such Shelf Registration Statement Holder and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering (B) if such other Holder notifies the Company within five (5) Business Days after delivery of the has previously effected a Shelf Take-Down Notice to such other Holder. (d) If a Shelf that is an Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 2.2, the Company shall not be borne by required to effect an additional Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2 until a period of 90 days shall have elapsed from the Companydate of such prior Shelf Take-Down that was an Underwritten Offering.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1each, a “Shelf Take-Down”) may be initiated only by an Institutional Investor. Except as set forth in Section 2.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs and as set forth in Section 2.02(e)(iv), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject be required to Section 6), a Shelf Registration Statement relating to permit the offer and sale of the Registrable Securities requested to be included therein by other Shelf Holders in connection with any such Shelf Take-Down initiated by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the CompanyInstitutional Investors. (bii) At any time that Subject to Section 2.11, if an Institutional Investor elects by written request to the Company, a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may be necessary in order soon as practicable. The Institutional Investor exercising demand rights under this Section 2.02(e) shall have the right to enable select the managing underwriter or underwriters to administer such Registrable Securities offering. The provisions of Section 2.01(f) shall apply to be distributed any Underwritten Offering pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holdersthis Section 2.02(e). (ciii) The Company shall deliver If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other marketing effort, which may be conducted confidentially, by the Company and the underwriters (a “Marketed Underwritten Shelf Take-Down” which, for the avoidance of doubt, shall not include a “block trade” or a “bought deal”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Institutional Investors exercising demand rights pursuant to Section 2.02(e)), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five three (53) Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice to such other Holderhas been delivered. (div) If a the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes an Underwritten Offering is being to be conducted as a “block trade” or a “bought deal,” promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than twelve (12) hours thereafter), the Company shall promptly deliver a written notice (a “Block Trade Shelf Take-Down Notice”) of such Underwritten Shelf Take-Down to each other Institutional Investor (and, if they are no longer Institutional Investors but continue to be Holders of Registrable Securities, CPPIB and Bain, as applicable), and the representative Company shall include in such Underwritten Shelf Take-Down all such Registrable Securities of the underwriters provides such Holders that are Registered on such Shelf Registration Statement for which the Company and has received written requests, which requests must specify the other holders seeking to include securities in aggregate amount of such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought of such Holder to be included in offered and sold pursuant to such Underwritten Shelf Underwritten Offering shall be allocated Take-Down, for inclusion in accordance with Section 2(c)therein within twenty-four (24) hours after the date that such Underwritten Shelf Take-Down Notice has been delivered. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on Any Selling Holder of Registrable Securities included in a Form S-3 Shelf Registration Statement on Form S-3 as promptly as possible following (an “Initiating Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the occurrence provisions of the Initial Public Offering. Without limiting the foregoing, once this Section 2.4 shall apply. (b) If an Initiating Shelf Holder so elects in a written request delivered to the Company is eligible (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”) and, subject to the limitations set forth in the proviso to Section 2.3(a)(2) as modified by Section 2.3(d), the Company shall file and effect a registration of an amendment or supplement to its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice filing of a supplemental prospectus) for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, such purpose as promptly as reasonably practicable, but not later than forty . Such Initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (45including an “electronic road show”) calendar days after receipt or other substantial marketing effort by the Company underwriters over a period of such Demand Notice at least 48 hours (subject to Section 6a “Marketed Underwritten Shelf Take-Down”), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Demand NoticeUnderwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company will notify shall as promptly as reasonably practicable (but in any event no later than two Business Days after receipt of the notice for such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders and shall permit the participation of all such Shelf Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within three Business Days after the receipt of such notice of their election to participate. The provisions of Section 2.3(c) (other than the Demanding Holdersfirst sentence thereof) in writing and such other Holders shall have apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate in any Underwritten Shelf Take-Down. (c) If the Initiating Shelf Holder desires to effect an Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), the Initiating Shelf Holder shall so indicate in a written request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company no later than two Business Days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down, (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down) and (iv) at the option and in the sole discretion of such Initiating Shelf Holder, an election that such Non-Marketed Underwritten Shelf Take-Down shall be subject to Section 2.4(d) (a “Non-Marketed Underwritten Shelf Take-Down Piggyback Election”), and, subject to the limitations set forth in the proviso to Section 2.3(a)(2) as modified by Section 2.3(d), the Company shall file and effect an amendment or supplement to its Shelf Registration Statement (including the filing of a supplemental prospectus) for such purpose as promptly as reasonably practicable (and in any event within fifteen (15) days after such notice is given by the Companythree Business Days). (bd) At Upon receipt from any time that Registration Party of a Shelf Registration Statement covering Registrable Securities written request pursuant to Section 2 or Section 3 is effective2.4(c) that contains an affirmative Non-Marketed Underwritten Shelf Take-Down Piggyback Election, if a Holder delivers a notice to the Company shall provide written notice (a “Non-Marketed Underwritten Shelf Take-Down Notice”) stating that one or more of such Non-Marketed Underwritten Shelf Take-Down promptly to all Registration Parties (other than the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf requesting Registration Statement (a “Shelf Party), which Non-Marketed Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its shall set forth (i) the total number of Registrable Securities included on expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Registration Statement in the Shelf Take-Down, (iii) that each recipient of such Non-Marketed Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice (each, a “Notice Recipient”) shall have the right, upon the terms and subject to the conditions set forth in this Section 2.4(d), to elect to sell up to its Non-Marketed Take-Down Share and (iv) the action or actions required (including the timing thereof, which for the avoidance of doubt shall not require any delay in the expected date of such other Holder. (d) If a Non-Marketed Underwritten Shelf Underwritten Offering is being conducted and the representative Take-Down or extension of the underwriters provides Company’s obligation to file and effect an amendment or supplement to its Shelf Registration Statement as soon as practicable (and in any event within three Business Days) of the Company and the other holders seeking Initiating Shelf Holder’s Non-Marketed Underwritten Shelf Take-Down request pursuant to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c2.4(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant Non-Marketed Underwritten Shelf Take-Down with respect to this Section 4 each Notice Recipient that elects to exercise such right (including the delivery of one or more stock certificates representing shares of Registrable Securities held by such Notice Recipient to be sold in such Non-Marketed Underwritten Shelf Take-Down). Upon receipt of such Non-Marketed Underwritten Shelf Take-Down Notice, each such Notice Recipient may elect to sell up to its Non-Marketed Take-Down Share with respect to each such Non-Marketed Underwritten Shelf Take-Down, by taking such action or actions referred to in clause (iv) above in a timely manner. If the Initiating Shelf Holder does not elect to sell all of its respective Non-Marketed Take-Down Share, the unelected portion of such Non-Marketed Take-Down Share shall be borne allocated to the Notice Recipients, pro rata based on their respective Non-Marketed Take-Down Shares. Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Non- Marketed Underwritten Shelf Take-Down contemplated by Section 2.4(d) shall be at the Companydiscretion of the Initiating Shelf Holder.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1)each, any Holder will have a “Shelf Take-Down”) may be initiated only by the right Institutional Investors. Except as set forth in Section 2.02(e)(iii) with respect to elect in the Demand Notice for any Demand Registration to be made on a Marketed Underwritten Shelf Registration StatementTake-Downs, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject be required to Section 6), a Shelf Registration Statement relating to permit the offer and sale of the Registrable Securities requested to be included therein by other Shelf Holders in connection with any such Shelf Take-Down initiated by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the CompanyInstitutional Investors. (bii) At any time that Subject to Section 2.11, if the Institutional Investors elect by written request to the Company, a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may be necessary in order soon as practicable. The Institutional Investors shall have the right to enable select the managing underwriter or underwriters to administer such Registrable Securities offering. The provisions of Section 2.01(f) shall apply to be distributed any Underwritten Offering pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holdersthis Section 2.02(e). (ciii) The Company shall deliver If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other marketing effort, which may be conducted confidentially, by the Company and the underwriters over a period expected to exceed forty-eight (48) hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Institutional Investors), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five three (53) Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice to such other Holderhas been delivered. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder any Stockholder delivers a notice to the Company (a “Shelf Take-Down Notice”) (which shall be considered a registration upon request for purposes of Section 2(d)) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to Section 2(b).). In connection with any Shelf Underwritten Offering: (ci) The the Company shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement shelf registration statement within two days and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days two business days after delivery of the Shelf Take-Down Notice to such other Holder.; and (dii) If a Shelf Underwritten Offering is being conducted in the event that the underwriter advises such proposing Holder and the representative Company in writing that in its reasonable view the total number or dollar amount of the underwriters provides the Company and the Registrable Securities proposed to be sold in such offering (including securities proposed to be included by other holders seeking Holders of securities entitled to include securities in such take-down offering in writing a Cutback Noticepursuant to Section 2(e)(i)) is such as to adversely affect the success of such offering, then the underwriter may limit the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down offering in the same manner as described in Section 2(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 or this Section 3 is effective, if a Holder any holder or group of holders of Registrable Securities delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering, then, provided that the Committee (as defined in the LLC Agreement) approves of such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 3(c).). In connection with any Shelf Underwritten Offering: (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders included on such Shelf Registration Statement shelf registration statement and permit each Holder holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder holder notifies the proposing holders and the Company within five (5) Business Days business days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then limitation on the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down, the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 2(b)(ii) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 2.1, Section 2.2 or Section 3 2.3 is effective, if a Holder the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten OfferingOffering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (cholders pursuant to this Section 2.4) The or other offering. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other Holders holders whose securities are included on such Shelf Registration Statement and permit each Holder holder to include its Registrable Other Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder notifies and the Company within five (5) 5 Business Days after delivery of the Shelf Take-Down Notice to such other Holder. (dholder; and in the event that the managing underwriter(s) If a have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering is being conducted and exceeds the representative total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the underwriters provides the Company and the other holders seeking securities proposed to include securities be included in such offering in writing a Cutback NoticeShelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2(c2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 is effective, if a Holder any holder or group of holders of Registrable Securities delivers a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating ), then, the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company Corporation shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).). In connection with any Shelf Underwritten Offering: (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf Registration Statement shelf registration statement and permit each Holder such holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder holder notifies the Company proposing holders and the Corporation within five (5) Business Days days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then limitation on the number of Registrable Securities and Other which would otherwise be included in such take down, the underwriter may limit the number of Registrable Securities sought which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, subject to the terms and conditions of this Section 3(g), if a Holder any Standard General Party or its Affiliates delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering Underwritten Offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to Section 3(g)(i).). The Standard General Parties and their Affiliates that are Holders of Registrable Securities shall be entitled to request an unlimited number of shelf take-downs to effect a Shelf Underwritten Offering, if available to the Company, with respect to the Registrable Securities held by such Holders and their Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In connection with any Shelf Underwritten Offering: (ci) The the Company shall also deliver the Shelf Take-Down Notice to all other Holders whose with securities are included on such Shelf Registration Statement shelf registration statement and permit each such Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the proposing Holder and the Company within five two days after distribution or dissemination (5including via e-mail, if available) Business Days after delivery of the Shelf Take-Down Notice to such other Holder.; (dii) If a Shelf Underwritten Offering is being conducted in the event that the underwriter advises such requesting Holder and the representative Company in its reasonable view that the total number or dollar amount of the underwriters provides the Company and the other holders seeking Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such a registration; and (iii) if at any time or from time to time, the Standard General Parties desire to sell Registrable Securities in an Underwritten Offering pursuant to a Shelf Underwritten Offering Offering, the underwriters, including the managing underwriter, shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne selected by the Standard General Parties, subject to the approval of the Company, not to be unreasonably withheld.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts to qualify for registration on Any Designated Stockholder (an “Initiating Shelf Holder”) that holds Registrable Securities included in a Form S-3 Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence may initiate an offering or sale of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company all or part of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Shelf Take-Down”), in which case the provisions of this Section 5(f) shall apply. (ii) If in connection with any Shelf Take-Down, the Majority Shelf Take-Down Stockholders so elect in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an underwritten public offering (an “Underwritten Shelf Take-Down”) stating that one or more of and, subject to the Holders intends limitations set forth in the proviso to Section 5(b), the Company shall file and effect an underwritten offering of all amendment or part of the Registrable Securities included by the Holders on the supplement to its Form S-3 Shelf Registration Statement (a “for such purpose as soon as practicable. Such Majority Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included Take-Down Stockholders shall indicate in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to all involve a customary “road show” (including an “electronic road show”) or other Holders whose securities are included on such substantial marketing effort by the underwriters (a “Marketed Underwritten Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Take-Down”). Upon receipt of an Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than ten Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other HolderS-3 Participating Stockholders and shall permit the participation of all such S-3 Participating Stockholders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within five Business Days after the receipt of such notice of their election to participate. The provisions of Section 5(b) shall apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate in any Underwritten Shelf Take-Down. (diii) If any Initiating Shelf Holder desires to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Offering is being conducted and the representative of the underwriters provides Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), such Initiating Shelf Holder shall so indicate in a written request delivered to the Company and no later than two Business Days prior to the other holders seeking to expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include securities in such offering in writing a Cutback Notice, then (i) the total number of Registrable Securities and Other Securities sought expected to be included offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). Shelf Take-Down and (eiii) All Registration Expenses incurred the action or actions required (including the timing thereof) in connection with such registration requested pursuant Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to this Section 4 be sold in such Non-Marketed Underwritten Shelf Take-Down), and, subject to the limitations set forth in Sections 5(a) and (b), the Company shall be borne by the Companyfile and effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section Article 1 or 2 or Section 3 is effective, if each Investor may, deliver a Holder delivers a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number or other non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of the all or part of its Registrable Securities to be included in such by it on the Shelf Underwritten OfferingRegistration Statement, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to Section 2.2) or Non-Underwritten Shelf Take-Down; provided, however that the Holders may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $25,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities)., (ii) launch more than two (2) Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within any Blackout Period. Each Investor shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by each Investor in addition to the other registration rights provided in Article 1 and this Article 2. In connection with any Shelf Underwritten Offering: (ca) The the Company shall also as promptly as practicable within seven (7) calendar days deliver the Shelf Take-Down Notice to all other Holders whose securities are with Registrable Securities included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company (who shall notify each Investor) within five two (52) Business Days business days after delivery of the Shelf Take-Down Notice to such Holder, provided that the Company shall not provide a Take-Down Notice to any other Holder.Holder in the case of a Block Sale by any Investor; and (db) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides underwriter advises the Company and (who shall notify each Investor) in its good faith opinion that the other holders seeking total number or dollar amount of Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including an adverse effect on the per -share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought to shares which would otherwise be included in such Shelf Underwritten Offering shall in the same manner as described in Section 2.2 with respect to a limitation of shares to be allocated for inclusion included in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1)each, any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a “Shelf Registration StatementTake-Down”) may, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6)2.11, a be initiated at any time on or after the Effective Time (as defined in the Merger Agreement) by First Reserve. Except as set forth in Section 2.02(e)(iii) with respect to Marketed Underwritten Shelf Registration Statement relating Take-Downs, First Reserve shall not be required to permit the offer and sale of the Registrable Securities requested to be included therein by the other Shelf Holders thereof from time to time in accordance connection with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration Take-Down initiated by written notice delivered to the Company within fifteen (15) days after such notice is given by the CompanyFirst Reserve. (bii) At any time that Subject to Section 2.11, if First Reserve elects by written request to the Company, a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may soon as practicable. First Reserve shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such managing underwriter or underwriters shall be necessary in order reasonably acceptable to enable such Registrable Securities the Company. The provisions of Section 2.01(g) shall apply to be distributed any Underwritten Offering pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holdersthis Section 2.02(e), notwithstanding that Section 2.01(g) refers only to Demand Registrations. (ciii) The Company shall deliver If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed forty-eight (48) hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the First Reserve Parties), and, subject to Section 2.02(e)(i), the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five three (53) Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered. The provisions of Section 2.01(g) shall apply to such other Holder. (d) If a any Marketed Underwritten Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested Take-Down pursuant to this Section 4 shall be borne by the Company2.02(e)(iii), notwithstanding that Section 2.01(g) only refers to Demand Registrations.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At If at any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a any Baring Vostok Holder or Sistema Holder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering Underwritten Offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolder who has the right under this Section 2.3(c) to deliver a notice to the Company to the effect that it intends to effect an Underwritten Offering pursuant to this Section 2.3(c).). If any such Holder intends to sell Registrable Securities pursuant to any Shelf Registration Statement through an Underwritten Offering, the Company shall take all steps to facilitate such an offering, including the actions required pursuant to this Section 2.3, as appropriate. A Baring Vostok Holder or Sistema Holder shall be entitled to request no more than 3 (three) of shelf takedowns in any 12 (twelve) month period to effect a Shelf Underwritten Offering. In connection with any Shelf Underwritten Offering: (ci) The Company shall within five (5) Business Days of receipt of the Take-Down Notice deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement of Registrable Securities who have the right under Section 2.3(c) hereof to deliver a notice to the Company to the effect that it intends to effect an Underwritten Offering and permit each such Holder to include its such Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the requesting Holder and the Company within five 5 (5five) Business Days after delivery distribution or dissemination (including via e-mail, if available) of the Shelf Take-Down Notice to such other Holder., provided that no such notice shall be required if the requesting Holder wishes to engage in a block sale; (dii) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides underwriter(s) advises the Company and the other holders seeking to include securities in such offering requesting Holder in writing that marketing factors require a Cutback Noticelimitation on the number of securities to be underwritten, then the requesting Holder shall so advise any Holder whose Registrable Securities would otherwise be underwritten pursuant to this Section 2.3(c), and the number of Registrable Securities and Other Securities sought to that may be included in such Shelf the Underwritten Offering shall be allocated for inclusion among participating Holders as described in accordance with Section 2(c2.3(b).; and (eiii) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 the underwriter(s) will be selected by the requesting Holder and shall be borne by reasonably satisfactory to the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on Any Selling Holder of Registrable Securities included in a Form S-3 Shelf Registration Statement on (an “Initiating Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this Section 2.4 shall apply. (b) If an Initiating Shelf Holder who is a Xxxxx Registration Party, an SL Registration Party or a Temasek Registration Party so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”) and, subject to the limitations set forth in the proviso to Section 2.3(a)(2) as modified by Section 2.3(d), the Company shall file and effect an amendment or supplement to its Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice filing of a supplemental prospectus) for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, such purpose as promptly as reasonably practicable; provided, but not later than forty (45) calendar days after receipt by the Company of that any such Demand Notice (Marketed Underwritten Shelf Take-Down shall, subject to Section 62.6(c), be deemed to be, for purposes of Section 2.1(b), a Demand. Such Initiating Shelf Registration Statement relating Holder shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to the offer and sale of the Registrable Securities requested to be included therein involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Holders thereof from time to time in accordance with the methods underwriters over a period of distribution elected by such Holders at least 48 hours (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such a “Marketed Underwritten Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereofTake-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Demand NoticeUnderwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company will notify shall as promptly as reasonably practicable (but in any event no later than two Business Days after receipt of such Marketed Underwritten Shelf Take-Down Notice) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders and shall permit the participation of all such Shelf Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within five days after the receipt of such notice of their election to participate. The provisions of Section 2.3(c) (other than the Demanding Holdersfirst sentence thereof) in writing and such other Holders shall have apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate in any Underwritten Shelf Take-Down. (c) If the Initiating Shelf Holder desires to effect an Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), the Initiating Shelf Holder shall so indicate in a written request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company no later than two Business Days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down, (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down) and (iv) at the option and in the sole discretion of such Initiating Shelf Holder, an election that such Non-Marketed Underwritten Shelf Take-Down shall be subject to Section 2.4(d) (a “Non-Marketed Underwritten Shelf Take-Down Piggyback Election”), and, subject to the limitations set forth in the proviso to Section 2.3(a)(2) as modified by Section 2.3(d), the Company shall file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement (including the filing of a supplemental prospectus) for such purpose as promptly as reasonably practicable (and in any event within fifteen (15) days after such notice is given by the Companythree Business Days). (bd) At Upon receipt from any time that Xxxxx Registration Party, SL Registration Party or Temasek Registration Party of a Shelf Registration Statement covering Registrable Securities written request pursuant to Section 2 or Section 3 is effective2.4(c) that contains an affirmative Non-Marketed Underwritten Shelf Take-Down Piggyback Election, if a Holder delivers a notice to the Company shall provide written notice (a “Non-Marketed Underwritten Shelf Take-Down Notice”) stating that one or more of such Non-Marketed Underwritten Shelf Take-Down promptly to all Holders (other than the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf requesting Registration Statement (a “Shelf Party), which Non-Marketed Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its shall set forth (i) the total number of Registrable Securities included on expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Registration Statement in the Shelf Take-Down, (iii) that each recipient of such Non-Marketed Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice (each, a “Notice Recipient”) shall have the right, upon the terms and subject to the conditions set forth in this Section 2.4(d), to elect to sell up to its Non-Marketed Take-Down Share (as defined below) and (iv) the action or actions required (including the timing thereof, which for the avoidance of doubt shall not require any delay in the expected date of such other Holder. (d) If a Non-Marketed Underwritten Shelf Underwritten Offering is being conducted and the representative Take-Down or extension of the underwriters provides Company’s obligation to file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement as soon as practicable (and in any event within two Business Days) of the Company and the other holders seeking Initiating Shelf Holder’s Non-Marketed Underwritten Shelf Taken-Down request pursuant to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c2.4(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant Non-Marketed Underwritten Shelf Take-Down with respect to each Notice Recipient that elects to exercise such right (including the delivery of one or more stock certificates representing shares of Registrable Securities held by such Notice Recipient to be sold in such Non-Marketed Underwritten Shelf Take-Down). Upon receipt of such Non-Marketed Underwritten Shelf Take-Down Notice, each such Notice Recipient may elect to sell up to its Non-Marketed Take-Down Share with respect to each such Non-Marketed Underwritten Shelf Take-Down, by taking such action or actions referred to in clause (iv) above in a timely manner. If the Xxxxx Registration Parties, the SL Registration Parties or the Temasek Registration Parties do not elect to sell all of their respective Non-Marketed Take-Down Share, the unelected portion of such Non-Marketed Take-Down Share shall be allocated to the other Holders, pro rata based on their respective Non-Marketed Take-Down Shares. Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Underwritten Shelf Take-Down contemplated by Section 2.4(d) shall be at the discretion of the Initiating Shelf Holder. “Non-Marketed Take-Down Share” shall mean, with respect to any Non-Marketed Underwritten Shelf Take-Down subject to this Section 4 shall be borne by the Company.2.4(d) and each Initiating Shelf Holder and each other Notice Recipients delivering such notice with respect to and participating in such Non-Marketed Underwritten Shelf Take-Down subject to this Section 2.4(d), a number determined as follows:

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder any of the CD&R Investor or its Affiliates that are Holders of Registrable Securities delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to Section 3(g)(i).). CD&R Investor and its Affiliates that are Holders of Registrable Securities shall be entitled to request an unlimited number of shelf take-downs to effect a Shelf Offering, if available to the Company, with respect to the Registrable Securities held by CD&R Investor and its Affiliates that are Holders of Registrable Securities in addition to the other registration rights provided in Section 2 and Section 3. In connection with any Shelf Offering: (ci) The the Company shall also deliver the Shelf Take-Down Notice to all other Holders whose with securities are included on such Shelf Registration Statement shelf registration statement, if any, no later than two Business Days after receipt of any such Take-Down Notice and permit each Holder such Holder, if any, to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder notifies the CD&R Investor and the Company within five (5) two Business Days after delivery of the Shelf Take-Down Notice to such other Holder.; and (dii) If a Shelf Underwritten Offering is being conducted in the event that the underwriter advises the CD&R Investor, its Affiliates that are Holders of Registrable Securities, and the representative Company that in its good faith opinion the total number or dollar amount of the underwriters provides the Company and the other holders seeking Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 is effective, if a Holder any holder or group of holders of Registrable Securities delivers a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of sell all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating ), then, the number of the Registrable Securities to be included in such Shelf Underwritten OfferingCorporation shall, then the Company shall as promptly as practicable, amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).). In connection with any Shelf Underwritten Offering: (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf Registration Statement and permit each Holder such holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder holder notifies the Company proposing holders and the Corporation within five (5) Business Days business days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If if any of the Registrable Securities to be sold pursuant to a Shelf Underwritten Offering is being conducted Registration Statement are to be sold in an underwritten offering that was initially requested by a holder or holders pursuant to a Take-Down Notice, and the representative managing underwriter or underwriters of such underwritten offering advise such holder(s) in writing that it is their good-faith opinion that the underwriters provides the Company and the other holders seeking total number or dollar amount of Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included, then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance the same manner as described in Section 3(b) with Section 2(c)respect to a limitation of shares to be included in a Demand Registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf shelf Registration Statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 is effective, if a Holder any holder or group of holders of Registrable Securities delivers a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering on the shelf Registration Statement of (x) Registrable Securities which would, in the aggregate, reasonably be expected to generate (without regard to any underwriting discount or commission) proceeds of $50 million or greater, or (y) all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement then issued and outstanding (a “Shelf Underwritten Offering”) and stating ), then, provided that the number Coordination Committee approves of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company Corporation shall amend or supplement the Shelf shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).). In connection with any Shelf Underwritten Offering: (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders included on such Shelf shelf Registration Statement and permit each Holder holder to include its Registrable Securities included on the Shelf shelf Registration Statement in the Shelf Underwritten Offering if such other Holder holder notifies the Company proposing holders and the Corporation within five (5) Business Days business days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then limitation on the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take down, the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 2.1 or Section 3 2.2 2.3 is effective, if a Holder the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten OfferingOffering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (cholders pursuant to this Section 2.4) The or other offering. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other Holders holders whose securities are included on such Shelf Registration Statement and permit each Holder holder to include its Registrable Other Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder notifies and the Company within five (5) 5 Business Days after delivery of the Shelf Take-Down Notice to such other Holder. (dholder; and in the event that the managing underwriter(s) If a have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering is being conducted and exceeds the representative total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the underwriters provides the Company and the other holders seeking securities proposed to include securities be included in such offering in writing a Cutback NoticeShelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2(c2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts A Holder of Shelf Registered Securities may sell pursuant to qualify for registration on a the Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods plan of distribution elected by such Holders (to set forth in the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under Statement. A Holder or Holders of Shelf Registered Securities may also request (the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders“Shelf Public Offering Request”) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to shelf take-down be in the Company form of an Underwritten Offering (a “Shelf Take-Down Public Offering”) if the gross proceeds reasonably anticipated to be generated from the sale of the Shelf Registered Securities (as determined in good faith by the relevant Holders and their Underwriters) equals or exceeds $15,000,000. Promptly upon receipt of a Shelf Public Offering Request, the Company shall provide notice (the “Shelf Public Offering Notice”) stating that one or more of such proposed Underwritten Offering (which notice shall state the Holders intends to effect an underwritten offering material terms of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf proposed Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account extent known, as well as the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery identity of the Shelf Take-Down Notice Public Offering Requesting Holder) to such the other Holder. (d) If a Holders holding Shelf Underwritten Offering is being conducted and the representative of the underwriters provides Registered Securities. Such other Holders may, by written request to the Company and the other holders seeking Shelf Public Offering, within five Business Days after receipt of such Shelf Public Offering Notice, offer and sell up to all of their Shelf Registered Securities of the same class or series as the Shelf Registered Securities proposed to be sold in such Underwritten Offering. No Holder shall be entitled to include securities in such offering in writing a Cutback Notice, then the number any of its Registrable Securities and Other Securities sought to be included in a Shelf Public Offering unless such Shelf Holder has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering shall be allocated for inclusion selected in accordance with Section 2(c2.7(f). (e) All Registration Expenses incurred in connection with such registration requested . The terms and conditions of any customary underwriting or purchase arrangements pursuant to this Section 4 which Registrable Securities shall be borne sold in a Shelf Public Offering shall be approved by the CompanyShelf Public Offering Requesting Holder.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1)each, any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a “Shelf Registration StatementTake-Down”) may, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 62.11, be initiated at any time by either Sponsor (such Sponsor, an “Initiating Shelf Take-Down Holder”). Except as set forth in Section 2.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, a each such Initiating Shelf Registration Statement relating Take-Down Holder shall not be required to permit the offer and sale of the Registrable Securities requested to be included therein by the other Shelf Holders thereof from time to time in accordance connection with the methods of distribution elected any such Shelf Take-Down initiated by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Initiating Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the CompanyTake-Down Holder. (bii) At any time that Subject to Section 2.11, if such Initiating Shelf Take-Down Holder elects by written request to the Company, a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may soon as practicable. Such Initiating Shelf Take-Down Holder shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such managing underwriter or underwriters shall be necessary in order reasonably acceptable to enable the Company and the other Sponsor if such other Sponsor is permitted to, and proposes to, sell Registrable Securities to be distributed pursuant to the such Shelf Take-Down. The provisions of Section 2.01(g) shall apply to any Underwritten Offering (taking into account the inclusion of Other Securities by any other holderspursuant to this Section 2.02(e), notwithstanding that Section 2.01(g) refers only to Demand Registrations. (ciii) The Company shall deliver If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed forty-eight (48) hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five three (53) Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides has been delivered; provided that the Company and the other holders seeking to shall not include securities in such offering in writing a Cutback Notice, then the number of any Marketed Underwritten Shelf Take-Down Registrable Securities and Other Securities sought of any Holder (other than a Sponsor) in an amount in excess of such Holder’s Pro Rata Percentage. The provisions of Section 2.01(g) shall apply to be included in such any Marketed Underwritten Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested Take-Down pursuant to this Section 4 shall be borne by the Company2.02(e)(iii), notwithstanding that Section 2.01(g) only refers to Demand Registrations.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1)each, a “Shelf Take-Down”) may be initiated by RockPile Holdco, the White Deer Holder, Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder will have (in such capacity, the right to elect “Initiating Shelf Take-Down Holder”) in the Demand Notice for any Demand Registration to be made on a respect of such Initiating Shelf Take-Down Holder’s Registrable Securities included in such Shelf Registration Statement. Except as set forth in Section 3.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, in which event the Company Initiating Shelf Take-Down Holder shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject be required to Section 6), a Shelf Registration Statement relating to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder. (ii) Subject to Section 3.11, if the Holders of a majority of the Registrable Securities requested to be included therein by in the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration elect by written notice delivered request to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that , a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may be necessary in order soon as practicable. Such Holders shall have the right to enable select the managing underwriter or underwriters to administer such Registrable Securities offering. The provisions of Section 3.01(f) shall apply to be distributed any Underwritten Offering pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holdersthis Section 3.02(e). (ciii) The Company shall deliver If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five three (53) Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice to such other Holderhas been delivered. (div) If For so long as no black-out period as described in and subject to the terms of Section 3.04 with respect to a Shelf Marketed Underwritten Offering is being conducted and then in effect, a Shelf Holder may initiate a Shelf Take-Down with respect to the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in of such Shelf Holder so long as such Shelf Take-Down is not in the form of an Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)Offering. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder any of the CD&R Investor or its Affiliates that are Holders delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to Section 3(g)(i).). The CD&R Investor and its Affiliates that are Holders shall be entitled to request an unlimited number of shelf take-downs to effect a Shelf Underwritten Offering, if available to the Company, with respect to the Registrable Securities held by such Holders in addition to the other registration rights provided in Section 2 and this Section 3. In connection with any Shelf Underwritten Offering: (ci) The the Company shall also deliver the Shelf Take-Down Notice to all other Holders whose with securities are included on such Shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the requesting Holder and the Company within five two calendar days after distribution or dissemination (5including via e-mail, if available) Business Days after delivery of the Shelf Take-Down Notice to such other Holder.; and (dii) If a Shelf Underwritten Offering is being conducted in the event that the underwriter advises such requesting Holder and the representative Company in its good-faith opinion that the total number or dollar amount of the underwriters provides the Company and the other holders seeking Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including, without limitation, adversely affect the per-share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 is effective, if a Holder any Major Shareholder delivers a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering offering, including any Underwritten Block Trade (as defined below), of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating ), then, subject to Section 3(c), the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company Corporation shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).) and otherwise use its reasonable best efforts to facilitate such Shelf Underwritten Offering as expeditiously as reasonably possible and in any event within fifteen (15) days after the receipt of the Take-Down Notice. There is no limitation on the number of such Shelf Underwritten Offerings which the Corporation is obligated to effect. In connection with any Shelf Underwritten Offering: (ci) The Company other than in the event of an Underwritten Block Trade, the Corporation shall also simultaneously deliver the Shelf Take-Down Notice to all other Holders holders of Registrable Securities whose securities names are included included, or would be permitted under SEC rules to be added by post-effective amendment or prospectus supplement, as selling security holders on such Shelf Registration Statement shelf registration statement and permit each Holder such holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder holder notifies the Company proposing holders and the Corporation within five (5) Business Days calendar days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) in the event that the managing underwriter or underwriters advise the Corporation and the proposing holders in good faith in writing that, in their view, the total amount of securities which would otherwise be included in such take-down offering exceeds the largest amount that can be sold in an orderly manner in such take-down offering within a price range acceptable to the proposing holders the managing underwriter or underwriters shall limit the amount of securities which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of the amount of securities to be included in a Demand Registration. If any Major Shareholder wishes to engage in a Shelf Underwritten Offering is being conducted and consisting of an underwritten block trade (or similar transaction) off of a shelf registration statement (through a take-down from an already existing shelf registration statement) with a 2-day or less marketing period (collectively, an “Underwritten Block Trade”), then notwithstanding the representative time periods set forth in the foregoing portions of this Section 4(c), such holder only needs to notify the underwriters provides the Company Corporation and the other holders seeking to include securities in Major Shareholder of the Underwritten Block Trade on the day such offering in writing a Cutback Noticeis to commence and such other Major Shareholder must elect whether or not to participate on the day such offering is to commence, then and the number of Registrable Securities and Other Securities sought Corporation shall as expeditiously as possible use its reasonable best efforts to be included in facilitate such Shelf Underwritten Offering (which may close as early as two (2) business days after the date it commences), provided, however, that the Major Shareholder requesting such Underwritten Block Trade shall be allocated for inclusion use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in accordance with Section 2(c)order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event a Major Shareholder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in this Agreement, any holder of Registrable Stock who does not constitute a Major Shareholder shall have no right to notice of or to participate in such Underwritten Block Trade. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 is effective, if a Holder any Shareholder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of sell all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then then, the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).). In connection with any Shelf Offering, including any Shelf Offering that is a Marketed Offering: (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf Registration Statement shelf registration statement and permit each Holder such holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder holder notifies the proposing holder(s) and the Company within five (5) Business Days days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If a if the Shelf Underwritten Offering is being conducted and underwritten, in the representative event that the underwriters of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the underwriters provides the Company and the other holders seeking Registrable Securities to include securities in such offering in writing a Cutback Noticebe included, then the underwriter may limit the number of Registrable Securities and Other Securities sought to which would otherwise be included in such Shelf Underwritten Offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in a registration; provided, however, that each Shelf Offering that is a Marketed Offering initiated by a Shareholder shall be allocated for inclusion in accordance with deemed to be a demand subject to the provisions of Section 2(c3(a) (subject to Section 3(d). ), and shall decrease by one the number of Demand Notices such Shareholder is entitled to pursuant to Section 3(e)(i); provided, further, that, without the consent of the board of directors of the Company, no Shareholder shall initiate more than four underwritten Shelf Offerings (e) All Registration Expenses incurred other than in connection with such registration a Marketed Offering) in any 365 day period; provided, further, that a Take-Down Notice with respect to an underwritten offering that is not a Marketed Offering may only be made if the sale of the Registrable Securities requested pursuant to this Section 4 shall be borne sold by all Shareholders in the CompanyShelf Offering is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission).

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if the Investor, any lender or Affiliate of a lender under a Permitted Loan (as defined in the Investment Agreement) who is a Holder delivers of Registrable Securities or (with the consent of the Investor) any permitted transferee hereunder who is a Holder of Registrable Securities with a fair market value of at least $50,000,000, may deliver a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number or other non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of the all or part of its Registrable Securities to be included in such by it on the Shelf Underwritten OfferingRegistration Statement, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to Section 3(b).) or Non-Underwritten Shelf Take-Down; provided, however that the Holders may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $50,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three (3) Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within the Quarterly Blackout Period. The Investor shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by the Investor in addition to the other registration rights provided in Section 2 and this Section 3; provided, however, that Holders shall only be entitled to deliver (x) a maximum of two (2) Demand Notices and Take-Down Notices involving Substantial Marketing Efforts in any 365-day period and (y) a maximum of four (4) Demand Notices and Take-Down Notices involving Substantial Marketing Efforts in the aggregate. In connection with any Shelf Underwritten Offering: (ci) The the Company shall also as promptly as practicable within two (2) business days deliver the Shelf Take-Down Notice to all other Holders whose securities are with Registrable Securities included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company (who shall notify the Investor) within five two (52) Business Days business days after delivery of the Shelf Take-Down Notice to such Holder, provided that the Company shall not provide a Take-Down Notice to any other Holder.Holder or holder of the Company’s equity securities in the case of a Block Sale by the Investor; and (dii) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides underwriter advises the Company and (who shall notify the other holders seeking Investor) in its good faith opinion that the total number or dollar amount of Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including an adverse effect on the per -share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought to shares which would otherwise be included in such Shelf Underwritten Offering shall in the same manner as described in Section 3(b) with respect to a limitation of shares to be allocated for inclusion included in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder the PEP Investor or any of its Affiliates that are Holders of Registrable Securities delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering Underwritten Offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to Section 3(g)(i).). The PEP Investor and its Affiliates that are Holders of Registrable Securities shall be entitled to request an unlimited number of shelf take-downs to effect a Shelf Underwritten Offering, if available to the Company, with respect to the Registrable Securities held by the PEP Investor and its Affiliates that are Holders of Registrable Securities in addition to the other registration rights provided in Section 2 and this Section 3. In connection with any Shelf Underwritten Offering: (ci) The the Company shall also deliver the Shelf Take-Down Notice to all other Holders whose with securities are included on such Shelf Registration Statement (which Take-Down Notice shall be held in confidence by such Holders until the offering is publicly disclosed) and permit each such Holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder notifies the proposing Holder and the Company within five two (52) Business Days after delivery distribution or dissemination (including via e-mail, if available) of the Shelf Take-Down Notice to such other Holder.; (dii) If a Shelf Underwritten Offering is being conducted in the event that the underwriter advises such requesting Holder and the representative Company that, in its reasonable view, the total number or dollar amount of the underwriters provides the Company and the other holders seeking Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such a registration; and (iii) If at any time or from time to time, the PEP Investor or its Affiliates that are Holders of Registrable Securities desire to sell Registrable Securities in an Underwritten Offering pursuant to a Shelf Underwritten Offering Offering, the underwriters, including the managing underwriter, shall be allocated for inclusion in accordance selected by the PEP Investor or its Affiliates that are Holders of Registrable Securities, as applicable, after consultation with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts to qualify Any Designated Stockholder (an “Initiating Shelf Holder”) that holds Registrable Securities included in a Form S-3 that provides for registration offers and sales of Registrable Securities on a Shelf Registration Statement on delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45”) calendar days after receipt by the Company may initiate an offering or sale of all or part of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Shelf Take-Down”), in which case the provisions of this Section 5(f) shall apply; provided that the consent of Rajaconda Holdings, Inc. shall be required for any Shelf Takedown by a CI Distributee. (ii) If in connection with any Shelf Take-Down, the S-3 Initiating Holders so elect in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an underwritten public offering (an “Underwritten Shelf Take-Down”) stating that one or more of and, subject to the Holders intends limitations set forth in the proviso to Section 5(a), the Company shall file and effect an underwritten offering of all amendment or part of the Registrable Securities included by the Holders on the supplement to its Form S-3 Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included for such purpose as soon as practicable. Such S-3 Initiating Holders shall indicate in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to all involve a customary “road show” (including an “electronic road show”) or other Holders whose securities are included on such substantial marketing effort by the underwriters (a “Marketed Underwritten Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Take-Down”). Upon receipt of an Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than ten Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other HolderS-3 Participating Stockholders and shall permit the participation of all such S-3 Participating Stockholders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within ten Business Days after the receipt of such notice of their election to participate. The provisions of Section 5(b) (other than the first sentence thereof) shall apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate in any Underwritten Shelf Take-Down. (diii) If any Initiating Shelf Holder desires to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Offering is being conducted and the representative of the underwriters provides Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), such Initiating Shelf Holder shall so indicate in a written request delivered to the Company and no later than two Business Days prior to the other holders seeking to expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include securities in such offering in writing a Cutback Notice, then (i) the total number of Registrable Securities and Other Securities sought expected to be included offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). Shelf Take-Down and (eiii) All Registration Expenses incurred the action or actions required (including the timing thereof) in connection with such registration requested pursuant Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to this be sold in such Non-Marketed Underwritten Shelf Take-Down), and, subject to the limitations set forth in Section 4 5(a), the Company shall be borne by the Companyfile and effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1)each, any Holder will have the right to elect in the Demand Notice for any Demand Registration to a “Shelf Take-Down”) may be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt initiated only by the Company of such Demand Notice following Shelf Holders (each, an “Initiating Shelf Take-Down Holder”): (A) subject to Section 6)2.11 and subject to the obligation of such Sponsor to obtain the prior written consent of the other Sponsor if the Restricted Period has not expired, at any time by either Sponsor or (B) any Shelf Holder that is not a Sponsor after the Other Restricted Period applicable to such Shelf Registration Statement relating Holder has expired. Except as set forth in Section 2.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of the Registrable Securities requested to be included therein by the other Shelf Holders thereof from time to time in accordance connection with the methods of distribution elected any such Shelf Take-Down initiated by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Initiating Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the CompanyTake-Down Holder. (bii) At any time that Subject to Section 2.11, if the Initiating Shelf Take-Down Holder is a Sponsor and such Initiating Shelf Take-Down Holder elects by written request to the Company, a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may soon as practicable. Such Initiating Shelf Take-Down Holder shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such managing underwriter or underwriters shall be necessary in order reasonably acceptable to enable the Company and the other Sponsor if such other Sponsor is permitted to, and proposes to, sell Registrable Securities to be distributed pursuant to the such Shelf Take-Down. The provisions of Section 2.01(g) shall apply to any Underwritten Offering (taking into account the inclusion of Other Securities by any other holderspursuant to this Section 2.02(e). (ciii) The Company shall deliver If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than 3 Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five (5) 3 Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice to such other Holderhas been delivered. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The To the extent the Company is and continues to be a “well-known seasoned issuer” as defined under Rule 405 of the Securities Act, the Company will make its existing Registration Statement on Form S-3ASR (Registration No. 333-145585) (the “Existing Shelf”) available for the resale from time to time by the Shareholders of the Registrable Securities pursuant to Rule 415 of the Securities Act (or any successor rule) until the earlier of (x) the date on which the Existing Shelf expires and (y) the date on which the Company replaces the Existing Shelf with a new automatic Shelf Registration Statement that makes available such resale of the Registrable Securities; provided, however, that the foregoing shall not affect, amend or modify any obligation of any Shareholder under any lock-up agreement with the Company. Further, the Company, to the extent the Company is and continues to be a “well-known seasoned issuer” as defined under Rule 405 of the Securities Act, shall use its commercially reasonable best efforts to qualify for registration on file a new Shelf Registration Statement on Form S-3 as promptly as possible following or before the occurrence expiration of the Initial Public OfferingExisting Shelf and to maintain the effectiveness of such new Shelf Registration Statement. Without limiting the foregoing, once If at any time the Company is eligible has registered Registrable Securities pursuant to effect a registration Rule 415 of its securities on a Shelf Registration Statement the Securities Act (including on Form S-1), or any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made successor rule) on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject any Shareholder who desires to Section 6), effect a Shelf Registration Statement relating Take Down shall notify the Company. The notice shall specify the number of Registrable Securities intended to be sold by such Shareholder and the proposed underwriter(s) selected to effect such sale, which underwriter(s) must be reasonably acceptable to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereofCompany. Upon receipt of such Demand Noticenotice, the Company will notify all other Holders (other than shall use commercially reasonable efforts to permit as promptly as practicable the Demanding Holders) in writing and such other Holders shall have disposition of the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in accordance with the intended methods thereof, including complying with the applicable provisions of Section 2.4 (including, without limitation, Section 2.4(m) relating to participation by the Company in “road shows” and other marketing); provided that the Company shall not be obligated to effect any Shelf Take Down unless the aggregate proceeds expected to be received from the sale of Registrable Securities in the Shelf Take Down equals or exceeds $25,000,000 or such Demand Registration lesser amount as constitutes all Registrable Securities held by written notice delivered the requesting Shareholder; and provided further that the Company in its sole discretion may condition the inclusion of Registrable Securities in a registration under this Section 3.2(a) upon the timely provision by such Shareholder of such information as the Company may reasonably request relating to the Company within fifteen disclosure requirements of Item 507 of Regulation S-K (15) days after or any similar disclosure requirement applicable to such notice is given by registration). Notwithstanding the foregoing, the Company, in its sole discretion, may waive (which waiver may be written or verbal) the requirement for minimum aggregate proceeds of $25,000,000. (b) At The Company shall be liable for and pay all Registration Expenses in connection with any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 Take Down except the selling Shareholder or Section 3 is effectiveselling Shareholders shall be responsible for the expenses in connection with the printing, if a Holder delivers a notice to mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, the Company fees and expenses of any counsel for the selling Shareholder (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on including any other Shareholders participating in the Shelf Registration Statement (a “Shelf Underwritten Offering”) Take Down), and stating the number of the Registrable Securities to be included any taxes payable by Shareholders or underwriters in such Shelf Underwritten Offering, then the Company shall amend or supplement connection with the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders)Take Down. (c) The Upon notice to the selling Shareholder, the Company shall deliver the may postpone effecting a Shelf Take-Take Down Notice pursuant to all other Holders whose securities are included this Section 3.2 for any Shareholder on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement one or more occasions during any period of six consecutive months for a reasonable time specified in the Shelf Underwritten Offering notice but not exceeding 60 days in the aggregate (which period may not be extended or renewed), if such other Holder notifies the Company within five (5i) Business Days after delivery an investment banking firm of the Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides recognized national standing shall advise the Company and the other holders seeking to include selling Shareholder in writing that effecting the Shelf Take Down would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such offering notice the Company reasonably believes would not be in writing a Cutback Notice, then the number best interests of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement Form S-3 registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, subject to Section 2.1(c) and Section 2.1(d), if a Holder (x) any of the Investors or (y) any of the 22C Investors delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement Form S-3 registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf Registration Statement Form S-3 registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to Section 2.2(a).), provided that no 22C Investor shall be entitled to deliver a Take-Down Notice pursuant to this Section 2.2 until the second anniversary of the closing date of the IPO. In connection with any Shelf Underwritten Offering: (ca) The with respect to any Take-Down Notice that does not pertain to a Block Sale, within two (2) days of receipt of such Take-Down Notice, the Company shall also deliver the Shelf Take-Down Notice to all Holders other Holders whose securities are than the proposing Holder included on such Shelf Registration Statement Form S-3 registration statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement Form S-3 registration statement in the Shelf Underwritten Offering if such other Holder notifies the proposing Holder and the Company within five (5) Business Days days after delivery (including via e-mail, if available) of the Shelf Take-Down Notice to such other Holder.; (db) If with respect to any Take-Down Notice pertaining to a Shelf Underwritten Offering is being conducted Block Sale, within one (1) business day of receipt of such Take-Down Notice, the Company shall also deliver the Take-Down Notice to all Holders other than the proposing Holder included on such Form S-3 registration statement and permit each Holder to include its Registrable Securities included on the Form S-3 registration statement in the Block Sale if such Holder notifies the proposing Holder and the representative Company within one (1) day after delivery (including via e-mail, if available) of the underwriters provides Take-Down Notice to such Holder; and (c) in the event that the underwriter advises such proposing Holder and the Company and in its good faith opinion that the other holders seeking total number or dollar amount of Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down offering in the same manner as described in Section 2.4(a) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) As soon as reasonably practicable after becoming eligible to use Form S-3, the Corporation will send notice to the holders of its intent to file a shelf registration statement on Form S-3 to register the Registrable Securities of any holder that wishes to have their Registrable Securities included therein. The Company shall use reasonable best efforts to qualify for registration on Corporation will file a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of register the Registrable Securities requested with respect to be included which the Corporation has received written requests for inclusion therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (within ten days after notice has been given to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereofholder. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 is effective, if a Holder each Significant Investor Shareholder delivers a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities (the aggregate amount of such Registrable Securities to be at least $50,000,000) included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating ), then, the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company Corporation shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).). Notwithstanding any other provision of this Agreement, if the holder delivering a Take-Down Notice wishes to engage in a Block Sale, then notwithstanding the foregoing or any other provisions hereunder (including without limitation Sections 3 and 4 of this Agreement), no other holder shall be entitled to receive any notice of or have its Registrable Securities included in such Block Sale. In connection with any Shelf Underwritten Offering (other than a Block Sale): (ci) The Company the Corporation shall deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf Registration Statement shelf registration statement and permit each Holder such holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder holder notifies the Company Corporation within five (5) Business Days days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then limitation on the number of Registrable Securities and Other which would otherwise be included in such take down, the underwriter may limit the number of Registrable Securities sought which would otherwise be included in such take-down offering in the same manner as described in Section 3(f) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) As soon as reasonably practicable after becoming eligible to use Form S-3, the Corporation will send notice to the holders of its intent to file a shelf registration statement on Form S-3 to register the Registrable Securities of any holder that wishes to have their Registrable Securities included therein. The Company shall use reasonable best efforts to qualify for registration on Corporation will file a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of register the Registrable Securities requested with respect to be included which the Corporation has received written requests for inclusion therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (within ten days after notice has been given to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause holder. For the avoidance of doubt, such Shelf Registration Statement will not be counted for purposes of the number of Demand Notices permitted pursuant to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (bSection 3(i) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 is effective, if a Holder the Sponsor Investor Shareholder or CPPIB delivers a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities (the aggregate amount of such Registrable Securities to be at least $50,000,000), included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating ), then, the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company Corporation shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).). Notwithstanding any other provision of this Agreement, if the holder delivering a Take-Down Notice wishes to engage in a Block Sale, then notwithstanding the foregoing or any other provisions hereunder (including without limitation Sections 3 and 4 of this Agreement), no other holder shall be entitled to receive any notice of or have its Registrable Securities included in such Block Sale. In connection with any Shelf Underwritten Offering (other than a Block Sale): (ci) The Company the Corporation shall deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf Registration Statement shelf registration statement and permit each Holder such holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder holder notifies the Company Corporation within five (5) Business Days days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then limitation on the number of Registrable Securities and Other which would otherwise be included in such take down, the underwriter may limit the number of Registrable Securities sought which would otherwise be included in such take-down offering in the same manner as described in Section 3(f) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if the Investor may, deliver a Holder delivers a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number or other non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of the all or part of its Registrable Securities to be included in such by it on the Shelf Underwritten OfferingRegistration Statement, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to Section 3(b).) or Non-Underwritten Shelf Take-Down; provided, however that the Holders may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $75,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than four (4) Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within the Quarterly Blackout Period. The Investor shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by the Investor in addition to the other registration rights provided in Section 2 and this Section 3. In connection with any Shelf Underwritten Offering: (ci) The the Company shall also as promptly as practicable within two (2) business days deliver the Shelf Take-Down Notice to all other Holders whose securities are with Registrable Securities included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company (who shall notify the Investor) within five two (52) Business Days business days after delivery of the Shelf Take-Down Notice to such Holder, provided that the Company shall not provide a Take-Down Notice to any other Holder.Holder or holder of the Company’s equity securities in the case of a Block Sale by the Investor; and (dii) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides underwriter advises the Company and (who shall notify the other holders seeking Investor) in its good faith opinion that the total number or dollar amount of Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including an adverse effect on the per -share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought to shares which would otherwise be included in such Shelf Underwritten Offering shall in the same manner as described in Section 3(b) with respect to a limitation of shares to be allocated for inclusion included in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder the Lead Investor delivers or deliver a notice to the Company (a “Shelf Take-Down Notice”) to the Company stating that one it or more of the Holders intends they intend to effect an underwritten offering of all or part of its or the Investor Holders’ Registrable Securities Securities, in each case included by the Holders it or them on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement or related Prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to Section 1(f)), provided, that the Lead Investor shall not be entitled to deliver an aggregate of more than three Take-Down Notices in any 12-month period and (ii) the Lead Investor may not deliver any Take-Down Notice within 30 days after the effective date of any Registration Statement of the Company hereunder. For the avoidance of doubt, a Shelf Underwritten Offering shall count against the limit set forth in Section 1(b). (cb) The Company In connection with any Shelf Underwritten Offering: (i) the Lead Investor, as applicable, shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Lead Investor, as the case may be, and the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holder.; and (dii) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides managing underwriter advises the Company and in its good faith opinion that marketing factors (including an adverse effect on the other holders seeking to include securities in such per share offering in writing price) require a Cutback Notice, then limitation on the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down, the managing underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 1(f) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if the Investor may, deliver a Holder delivers a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number or other non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of the all or part of its Registrable Securities to be included in such by it on the Shelf Underwritten OfferingRegistration Statement, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to Section 3(b).) or Non-Underwritten Shelf Take-Down; provided, however that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $75,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within the Quarterly Blackout Period. The Investor shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by the Investor in addition to the other registration rights provided in Section 2 and this Section 3. In connection with any Shelf Underwritten Offering: (ci) The the Company shall also as promptly as practicable within two business days deliver the Shelf Take-Down Notice to all other Holders whose securities are with Registrable Securities included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company (who shall notify the Investor) within five (5) Business Days two business days after delivery of the Shelf Take-Down Notice to such Holder, provided that the Company shall not provide a Take-Down Notice to any other Holder.Holder of Registrable Securities or holder of the Company’s equity securities in the case of a Block Sale by the Investor; and (dii) If a Shelf Underwritten Offering is being conducted and in the representative of event that the underwriters provides underwriter advises the Company and (who shall notify the other holders seeking Investor) in its good faith opinion that the total number or dollar amount of Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including an adverse effect on the per -share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought to shares which would otherwise be included in such Shelf Underwritten Offering shall in the same manner as described in Section 3(b) with respect to a limitation of shares to be allocated for inclusion included in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder any Principal Investor delivers a notice to the Company (a “Shelf Take-Down Notice”) (which shall be considered a registration upon request for purposes of Section 3(d)) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to Section 3(b).). In connection with any Shelf Underwritten Offering: (ci) The the Company shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement shelf registration statement within two days and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days two business days after delivery of the Shelf Take-Down Notice to such other Holder.; and (dii) If a Shelf Underwritten Offering is being conducted in the event that the underwriter advises such proposing Principal Investor and the representative Company in writing that in its reasonable view the total number or dollar amount of the underwriters provides the Company and the Registrable Securities proposed to be sold in such offering (including securities proposed to be included by other holders seeking Holders of securities entitled to include securities in such take-down offering in writing a Cutback Noticepursuant to Section 3(e)(i)) is such as to adversely affect the success of such offering, then the underwriter may, subject to the last paragraph of Section 4(s), limit the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on Any Selling Holder of Registrable Securities included in a Form S-3 Shelf Registration Statement on Form S-3 as promptly as possible following (an “Initiating Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the occurrence provisions of the Initial Public Offering. Without limiting the foregoingthis Section 2.4 shall apply; provided, once however, that Wynnchurch may initiate only two Shelf Take-Downs that are Underwritten Shelf Take-Downs. (b) If an Initiating Shelf Holder that is a Principal Stockholder so elects in a written request delivered to the Company is eligible (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”) and, subject to the limitations set forth in Section 2.3(a)(2)(D) as modified by Section 2.3(d), the Company shall file and effect a registration of an amendment or supplement to its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice filing of a supplemental prospectus) for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, such purpose as promptly as reasonably practicable, but not later than forty . Such Initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (45including an “electronic road show”) calendar days after receipt or other substantial marketing effort by the Company underwriters over a period of such Demand Notice at least 48 hours (subject to Section 6a “Marketed Underwritten Shelf Take-Down”), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Demand NoticeUnderwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company will notify shall as promptly as reasonably practicable (but in any event no later than two Business Days after receipt of the notice for such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders and shall permit the participation of all such Shelf Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within three Business Days after the receipt of such notice of their election to participate. The provisions of Section 2.3(c) (other than the Demanding Holdersfirst sentence thereof) in writing and such other Holders shall have apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate in any Underwritten Shelf Take-Down. (c) If the Initiating Shelf Holder that is a Principal Stockholder desires to effect an Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), the Initiating Shelf Holder shall so indicate in a written request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company no later than two Business Days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down) and, subject to the limitations set forth in Section 2.3(a)(2)(D) as modified by Section 2.3(d), the Company shall file and effect an amendment or supplement to its Shelf Registration Statement (including the filing of a supplemental prospectus) for such purpose as promptly as reasonably practicable (and in any event within fifteen (15) days after such notice is given by the Companythree Business Days). (bd) At Upon receipt from any time that Principal Stockholder of a Shelf Registration Statement covering Registrable Securities written request pursuant to Section 2 or Section 3 is effective2.4(c), if a Holder delivers a notice to the Company shall provide written notice (a “Non-Marketed Underwritten Shelf Take-Down Notice”) stating that one or more of such Non-Marketed Underwritten Shelf Take-Down promptly to all Principal Stockholders (other than the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf requesting Principal Stockholder), which Non-Marketed Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its shall set forth (i) the total number of Registrable Securities included on expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Registration Statement in the Shelf Take-Down, (iii) that each recipient of such Non-Marketed Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice (each, a “Notice Recipient”) shall have the right, upon the terms and subject to the conditions set forth in this Section 2.4(d), to elect to sell up to its Non-Marketed Take-Down Share and (iv) the action or actions required (including the timing thereof, which for the avoidance of doubt shall not require any delay in the expected date of such other Holder. (d) If a Non-Marketed Underwritten Shelf Underwritten Offering is being conducted and the representative Take-Down or extension of the underwriters provides Company’s obligation to file and effect an amendment or supplement to its Shelf Registration Statement as soon as practicable (and in any event within three Business Days) of the Company and the other holders seeking Initiating Shelf Holder’s Non-Marketed Underwritten Shelf Take-Down request pursuant to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c2.4(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant Non-Marketed Underwritten Shelf Take-Down with respect to this Section 4 each Notice Recipient that elects to exercise such right (including the delivery of one or more stock certificates representing shares of Registrable Securities held by such Notice Recipient to be sold in such Non-Marketed Underwritten Shelf Take-Down). Upon receipt of such Non-Marketed Underwritten Shelf Take-Down Notice, each such Notice Recipient may elect to sell up to its Non-Marketed Take-Down Share with respect to each such Non-Marketed Underwritten Shelf Take-Down, by taking such action or actions referred to in clause (iv) above in a timely manner. If the Initiating Shelf Holder does not elect to sell all of its respective Non-Marketed Take-Down Share, the unelected portion of such Non-Marketed Take-Down Share shall be borne allocated to the Notice Recipients, pro rata based on their respective Non-Marketed Take-Down Shares. Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Underwritten Shelf Take-Down contemplated by Section 2.4(d) shall be at the Companydiscretion of the Initiating Shelf Holder.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf shelf Registration Statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 (or otherwise) is effective, if a Holder any Shareholder delivers a notice to the Company (each, a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of sell all or part of the its Registrable Securities included by the Holders it on the Shelf shelf Registration Statement (each, a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering. In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering (taking into account the inclusion of Other Securities by any other holders).including a Marketed Offering): (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf shelf Registration Statement and permit each Holder such holder to include its Registrable Securities included on the Shelf shelf Registration Statement in the Shelf Underwritten Offering if such other Holder holder notifies the proposing holder(s) and the Company within five three (53) Business Days days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If a if the Shelf Underwritten Offering is being conducted and underwritten, in the representative event that the managing underwriter(s) of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the underwriters provides the Company and the other holders seeking Registrable Securities to include securities in such offering in writing a Cutback Noticebe included, then the managing underwriter(s) may limit the number of Registrable Securities and Other Securities sought to which would otherwise be included in such Shelf Underwritten Offering in the same manner as described in Section 3(c) with respect to a limitation of shares to be included in a registration; provided, however, that each Shelf Offering that is an underwritten offering initiated by a Shareholder shall be allocated for inclusion in accordance with deemed to be a demand subject to the provisions of Section 2(c3(b) (subject to Section 3(e). (e) All Registration Expenses incurred in connection with such registration requested ), and shall decrease by one the number of Demand Notices the Shareholders are entitled to pursuant to this Section 4 shall be borne by the Company3(f)(i) and 3(f)(ii), as applicable.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1)each, any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a “Shelf Registration StatementOffering”) may, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6)5, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein initiated at any time by the Holders thereof from time to time in accordance with Sponsor. If the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration Sponsor elects by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice request to the Company (each, a “Shelf Take-Down Notice”) stating that one or more ), a Shelf Offering shall be in the form of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company Group shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed offered and sold pursuant to the Shelf Offering in accordance with the provisions of this Agreement. With respect to any Shelf Offering that is an Underwritten Offering (taking into account Offering, the inclusion Sponsor shall select the underwriter(s) for such offering, subject to the reasonable satisfaction of Other the Company. Except as set forth in this Section 4(d), the Sponsor shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any other holders).Shelf Offering by the Sponsor. In connection with any Shelf Offering that is a Marketed Underwritten Offering: (ci) The the Company shall deliver the Shelf Take-Down Notice a written notice to all Shelf Holders other Holders whose securities are included on than the Sponsor, which shall offer each such Shelf Registration Statement and permit each Holder the opportunity to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if an amount of Registrable Securities up to its Pro Rata Percentage applicable to the Demand Registration as each such other Shelf Holder notifies the Company may request in writing within five (5) Business Days business days after delivery the date that such notice has been delivered; provided that such Shelf Holder must agree to the method of distribution proposed by the Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted Sponsor and enter into an underwriting agreement in the representative of the underwriters provides form reasonably approved by the Company and the other holders seeking Sponsor; and (ii) in the event that the managing underwriter(s) of such Shelf Offering advises the Sponsor in writing that in their good faith opinion the total number or dollar amount of Registrable Securities proposed to include securities be sold in such offering in writing a Cutback NoticeShelf Offering is such as to adversely affect the price, timing or distribution of such offering, then the managing underwriter(s) may limit the number of Registrable Securities and Other Securities sought to which would otherwise be included in such Shelf Underwritten Offering shall in the same manner as described in Section 3(c) with respect to a limitation of Registrable Securities to be allocated for inclusion included in accordance with Section 2(c)a Demand Registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1each, a “Shelf Take-Down”) may, subject to Sections 2.05(c) and 2.12, be initiated at any time by any Holder (the “Initiating Shelf Take-Down Holder”). Except as set forth in Section 2.02(d)(iii), any the Initiating Shelf Take-Down Holder will have the right shall not be required to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to permit the offer and sale of the Registrable Securities requested to be included therein by other Shelf Holders in connection with any such Shelf Take-Down initiated by the Holders thereof from time Initiating Shelf Take-Down Holder and no Shelf Holder shall be entitled to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all offer or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At sell any time that a Shelf Registration Statement covering Registrable Securities pursuant to such Shelf Registration Statement, except in connection with any Shelf Take-Down initiated by the Initiating Shelf Take-Down Holder. (ii) Subject to Section 2 or Section 3 is effective2.12, if a the Initiating Shelf Take-Down Holder delivers a notice elects by written request to the Company Company, a Shelf Take-Down shall be in the form of an Underwritten Offering (a such written request, an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may soon as practicable. The Company shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such managing underwriter or underwriters shall be necessary in order to enable such Registrable Securities to be distributed pursuant acceptable to the majority of the Initiating Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders)Take-Down Holder. (ciii) The Company shall deliver the Promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than two (2) Business Days thereafter), the Company shall promptly deliver a written notice (a “Underwritten Shelf Take-Down Company Notice”) of such Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five two (52) Business Days after delivery of the date that such Underwritten Shelf Take-Down Notice to such other Holderhas been delivered. (div) If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Shelf Underwritten Offering is being conducted and Take-Down informs the representative of the underwriters provides Holders or the Company and the other holders seeking to include securities in such offering in writing a Cutback Noticethat, then in its or their opinion, the number of Registrable Securities and Other Securities sought securities requested to be included in such Shelf Underwritten Offering Take-Down exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Shelf Take-Down shall be allocated for inclusion among all Shelf Holders thereof, including the Initiating Holders, in accordance with Section 2(c). proportion (eas nearly as practicable) All Registration Expenses incurred to the amount of Registrable Securities of the Company held by each Shelf Holder; provided, however, that in connection with each case the amount of Registrable Securities to be included in such registration requested pursuant underwriting shall not be reduced unless all securities other than Registrable Securities are first entirely excluded from the underwriting; and provided, further, that any securities thereby allocated to this Section 4 a Shelf Holder that exceed such Shelf Holder’s request shall be borne by reallocated among the Companyremaining requesting Shelf Holders in like manner.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 or this Section 3 is effective, if a Holder any holder or group of holders of Registrable Securities delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering, then then, the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 3(c).). In connection with any Shelf Underwritten Offering: (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are Shareholders included on such Shelf Registration Statement shelf registration statement and permit each Holder such Shareholder to include its Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder Shareholder notifies the proposing Shareholders and the Company within five (5) Business Days one business day after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then limitation on the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down, the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 2(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder any of the CD&R Investors or their Affiliates that are Holders delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to Section 3(g)(i).). The CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of shelf take-downs to effect a Shelf Underwritten Offering, if available to the Company, with respect to the Registrable Securities held by such Holders in addition to the other registration rights provided in Section 2 and this Section 3. In connection with any Shelf Underwritten Offering: (ci) The the Company shall also deliver the Shelf Take-Down Notice to all other Holders whose with securities are included on such Shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the requesting Holder and the Company within five two calendar days after distribution or dissemination (5including via e-mail, if available) Business Days after delivery of the Shelf Take-Down Notice to such other Holder.; and (dii) If a Shelf Underwritten Offering is being conducted in the event that the underwriter advises such requesting Holder and the representative Company in its good-faith opinion that the total number or dollar amount of the underwriters provides the Company and the other holders seeking Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including, without limitation, adversely affect the per-share offering price), then the underwriter may limit the number of Registrable Securities and Other Securities sought shares which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Subject to this Section 4, a Shelf Take-Down may be initiated by the Initiating Shelf Take-Down Holders by written notice (the “Shelf Take-Down Notice”) to the Company specifying the aggregate number of Registrable Securities held by the Initiating Shelf Take-Down Holders requested to be covered by such Shelf Take Down (such Registrable Securities together with the Registrable Securities held by all other Shelf Holders electing to participate in such Shelf Take-Down pursuant to Section 4(b), the “Shelf Take-Down Registrable Securities”). If required under applicable law or reasonably requested by the Initiating Shelf Take-Down Holders, the Company shall use its commercially reasonable best efforts to qualify for registration on a amend or supplement the Shelf Registration Statement on Form S-3 as promptly soon as possible following the occurrence reasonably practicable after its receipt of the Initial Public OfferingShelf Take-Down Notice to the extent necessary or appropriate to permit the offering and sale of Registrable Securities and additional securities (if any) pursuant to such Shelf Take-Down. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a The Initiating Shelf Registration Statement (including on Form S-1), any Holder will Take-Down Holders shall have the right to elect in appoint the Demand Notice for any Demand Registration managing underwriter or underwriters to administer such Shelf Take-Down, which shall be made on a Shelf Registration Statementreasonably acceptable to the Company; provided, in which event however, that, the Company shall file have the right to appoint one or more additional managing underwriters thereof reasonably acceptable to the Initiating Shelf Take-Down Holders. (b) Within five Business Days after its receipt of a Shelf Take-Down Notice pursuant to Section 4(a), the Company shall give written notice of its receipt of such Shelf Take-Down Notice to each Shelf Holder that is not an Initiating Shelf Take-Down Holder, advising such Shelf Holder of its right to have its Registrable Securities included among the securities to be covered thereby. At the written request of any such Shelf Holder given to the Company within ten Business Days after such notice from the Company has been so given, there shall be included among the securities covered by such Shelf Take-Down the number of Registrable Securities which such Shelf Holder shall have requested to be so included. The notice provided for in this Section 4(b) may be combined with the Commissionnotice provided for in Section 3(b) if the filing of the Shelf Registration Statement is proposed to be followed by a Shelf Take-Down within two Business Days after such filing. (c) Notwithstanding the provisions of Section 4(a), and subject to Section 4(d), the Company shall not be required to take any action pursuant to any Shelf Take-Down Notice if (i) the Shelf Take-Down Registrable Securities specified in such Shelf Take-Down Notice shall have a reasonably anticipated net aggregate offering price (after deducting underwriting discounts and commissions and offering expenses) of less than $30,000,000, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt determined in good faith by the Company at the time of its receipt of such Demand Notice Shelf Take-Down Notice, or (subject ii) the Shelf Holders shall have consummated a Shelf Take-Down within the 120-day period immediately preceding delivery of such Shelf Take-Down Notice. (d) The Holders shall have the right hereunder to effect a maximum of four Shelf Take-Downs pursuant to this Section 4, of which no more than two Shelf Take-Downs shall be underwritten offerings of a type other than an underwritten block trade. The Shelf Holders shall be deemed to have effected a Shelf Take-Down for purposes of this Section 4(d) in the case of any withdrawal of a Shelf Take-Down in accordance with Section 4(e), unless (i) such withdrawal is based on a reasonable determination, made by the Initiating Shelf Take-Down Holders, that there has been, since the date of the applicable request pursuant to Section 64(a), (i) a material adverse change in business, financial condition, results of operations or prospects of the Company, in general market conditions or in market conditions for business in the Company’s industry generally or (ii) the Shelf Holders requesting that Registrable Securities be included in such withdrawn Shelf Take-Down reimburse the Company for all Registration Expenses incurred by the Company with respect to such Shelf Take-Down. Unless such Shelf Holders otherwise agree, such Shelf Holders shall provide such reimbursement pro rata based on the relative number of Shelf Take-Down Registrable Securities requested to be included in such withdrawn Shelf Take-Down by each such Shelf Holder. The Shelf Holders shall not be deemed to have effected a Shelf Registration Statement relating Take-Down for purposes of this Section 4(d) if such holders are unable to the offer and sale sell at least 75% of the Registrable Securities requested to be included therein by in such Shelf Take-Down. (e) All determinations as to whether to complete any Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders thereof from that initiated such Shelf Take-Down. Such Initiating Shelf Take-Down Holders may withdraw such Shelf Take-Down at any time to time in accordance with the methods of distribution elected by such Holders (and for any reason prior to the extent not prohibited consummation thereof by applicable Lawproviding notice thereof to the Company. (f) and shall use its reasonable best efforts Subject to cause such the limitations set forth in Section 6(a), if the Shelf Registration Statement pursuant to which a Shelf Take-Down shall be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Noticeeffected is an Automatic Shelf Registration Statement, the Company will notify all other Holders (other than shall have the Demanding Holders) in writing right to register pursuant to such Automatic Shelf Registration Statement, and such other the Company and Third-Party Security Holders shall have the right to request include in such Shelf Take-Down, such number of shares of Common Stock or other equity securities of the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to as the Company within fifteen (15) days after and such notice is given by the CompanyThird-Party Security Holders may specify. (bg) At Notwithstanding the foregoing, the provisions of Sections 4(b), (c) and (f) above will not apply to any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends effected pursuant to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders)block trade. (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6)each, a “Shelf Registration Statement relating Take-Down”) may be initiated only by an Investor (an “Initiating Shelf Take-Down Holder”). Except as set forth in Section 2.01(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder. (ii) Subject to Section 2.10, if the Initiating Shelf Take-Down Holder elects by written request to the Company, a Shelf Take-Down shall be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down Notice”) and the Company shall amend or supplement the applicable Shelf Registration Statement for such purpose as soon as practicable. Subject to clause (iii) below, such Initiating Shelf Take-Down Holder shall have the right to select the managing underwriter or underwriters to administer such offering. (iii) If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Holders that are Registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within one (1) Business Day after the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered; provided, that if the managing underwriter or underwriters of any proposed Marketed Underwritten Shelf Take-Down informs the Holders that have requested to participate in such Marketed Underwritten Shelf Take-Down in writing that, in its or their good-faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the securities to be included in such Marketed Underwritten Shelf Take-Down shall be (i) first, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Marketed Underwritten Shelf Take-Down, which number shall be allocated (1) first to the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Marketed Underwritten Shelf Take-Down Notice”by the Initiating Shelf Take-Down Holder, and (2) stating that one or more of the Holders intends second to effect an underwritten offering of all or part of the Registrable Securities requested to be included in such Marketed Underwritten Shelf Take-Down by any Requesting Investor who is not the Initiating Shelf Take-Down Holder on a pro rata basis and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Marketed Underwritten Shelf Take-Down, which such number shall be allocated pro rata among the Holders (excluding the Requesting Investors) that have requested to participate in such Marketed Underwritten Shelf Take-Down based on the Shelf Registration Statement relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a “Shelf Underwritten Offering”) and stating Holder that exceed such Holder’s request shall be reallocated among the number remaining requesting Holders in like manner). The Holders of a majority of the Registrable Securities to be included in any Marketed Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer such Shelf Underwritten Offering, then offering. No holder of securities of the Company shall amend or supplement the Shelf Registration Statement as may be necessary permitted to include such holder’s securities in order any Marketed Underwritten Offering except for Holders who wish to enable such include Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering this clause (taking into account the inclusion of Other Securities by any other holdersiii). (civ) The Company shall deliver use its reasonable best efforts to cooperate in a timely manner with any request of the Requesting Investors in respect of any block trade, Hedging Transaction or other transaction that is Registered pursuant to a Shelf Registration that is not a firm commitment underwritten offering (each, an “Alternative Transaction”), including entering into customary agreements with respect to such Alternative Transactions (and providing customary representations, warranties, covenants and indemnities in such agreements as may be reasonably requested by the Requesting Investors) as well as providing other reasonable assistance in respect of such Alternative Transactions of the type applicable to a Registration subject to Section 2.04, to the extent customary for such transactions. The Company shall bear all Registration Expenses in connection with any Shelf Registration, any Shelf Take-Down Notice or any other transaction (including any Alternative Transaction) Registered under a Shelf Registration pursuant to all other Holders whose securities are included on this Section 2.01, whether or not such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if becomes effective or such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice or other transaction is completed. For the avoidance of doubt, the filing of a Registration Statement with respect to such other Holder. (d) If a Hedging Transaction or Alternative Transaction shall be counted as a Shelf Underwritten Offering is being conducted Registration for purposes of subclause (x) in Section 2.01(a), and the representative of the underwriters provides the Company and the other holders seeking any single Registration Statement with respect to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought more than one transaction shall be deemed to be included in such a single Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)Registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf shelf Registration Statement covering Registrable Securities pursuant to Section 2 3 or Section 3 4 (or otherwise) is effective, if a Holder any Shareholder delivers a notice to the Company (each, a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of sell all or part of the its Registrable Securities included by the Holders it on the Shelf shelf Registration Statement (each, a “Shelf Underwritten Offering”) and stating the number provides all information necessary to permit inclusion of the such Registrable Securities to be included in on such Shelf Underwritten Offeringshelf Registration Statement, then the Company shall amend or supplement the Shelf shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering. In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering (taking into account the inclusion of Other Securities by any other holders).including a Marketed Offering): (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf shelf Registration Statement and permit each Holder such holder to include its Registrable Securities included on the Shelf shelf Registration Statement in the Shelf Underwritten Offering if such other Holder holder notifies the proposing holder(s) and the Company within five (5) Business Days days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If a if the Shelf Underwritten Offering is being conducted and underwritten, in the representative event that the managing underwriter(s) of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the underwriters provides the Company and the other holders seeking Registrable Securities to include securities in such offering in writing a Cutback Noticebe included, then the managing underwriter(s) may limit the number of Registrable Securities and Other Securities sought to which would otherwise be included in such Shelf Underwritten Offering in the same manner as described in Section 3(c) with respect to a limitation of shares to be included in a registration; and the Shareholder request shall be allocated for inclusion in accordance with deemed to be a demand subject to the provisions of Section 2(c3(b) (subject to Section 3(e). (e) All Registration Expenses incurred in connection with such registration requested ), and shall decrease by one the number of Demand Notices the Shareholders are entitled to pursuant to this Section 4 shall be borne by the CompanySections 3(f)(i) and 3(f)(ii), as applicable.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to this Section 2 or Section 3 3.4 is effective, if a Holder the Invus Transferee Group delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering, then the Company shall promptly amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by Offering. In connection with any other holders).Shelf Underwritten Offering: (ci) The the Company shall also deliver the Shelf Take-Down Notice to all the other Holders whose securities are of Registrable Securities that have been included on such Shelf Registration Statement shelf registration statement and permit each Holder such Holders to include its their Registrable Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder notifies the Invus Transferee Group and the Company within five one (51) Business Days business day after delivery of the Shelf Take-Down Notice to such other Holder.; and (dii) If in the event that the lead managing underwriter or the underwriters advise the Invus Transferee Group that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation on the number of shares to be included in such Shelf Underwritten Offering, then the Invus Transferee Group or the Company, as the case may be, shall so advise all Holders of Registrable Securities who have requested to participate in such Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought shares to be included in such Shelf Underwritten Offering shall be allocated for inclusion determined in accordance the same manner as described in Section 3.3(c) with Section 2(c)respect to a limitation of shares to be included in a registration. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (bi) At any time that a the Resale Shelf Registration Statement covering Registrable Securities pursuant is effective (subject to Section 2 or Section 3 is effectiveany contractual lock-up agreements then in effect), if a Holder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf from any such Registration Statement (a “Shelf Underwritten Offering”) of all or part of its Registrable Securities included by it on such Registration Statement, whether such offering is underwritten or non-underwritten, and stating the number of the its Registrable Securities to be included in such the Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf such Registration Statement and take such other reasonable actions, as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holderspursuant to Section 2(e)(ii)). (cii) The Notwithstanding anything to the contrary in this Agreement, no notice by the Company shall deliver the Shelf be required to be delivered to any other Holders in accordance with Section 2(e) in connection with any Take-Down Notice to all other Holders whose securities are included on indicating that the Holder that delivered such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice intends to such other Holder. (d) engage in a Non-Underwritten Block Trade. If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking shall receive a request from any Holder that such Holder wishes to include securities in such offering in writing effect a Cutback NoticeNon-Underwritten Block Trade, then the number Company shall, as expeditiously as possible, use commercially reasonable efforts to facilitate the offering of such Registrable Securities and Other Securities sought to be included for which such requesting Holder has requested in such Shelf Non-Underwritten Offering Block Trade. Such commercially reasonable efforts shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant include, without limitation, to this Section 4 shall be borne by the extent reasonably requested, obtaining so-called “comfort letters” from the Company’s independent public accountants and legal opinions of counsel to the Company, in customary form and covering such matters as are customarily covered by such letters and opinions.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts A Holder of Shelf Registered Securities may sell pursuant to qualify for registration on a the Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods plan of distribution elected set forth in the Shelf Registration Statement. A Holder or Holders of Shelf Registered Securities (other than any Holder with respect to Subscriber Registrable Securities) may also request (the “Shelf Public Offering Request”) that a shelf take-down be in the form of an Underwritten Offering (a “Shelf Public Offering”) if the gross proceeds reasonably anticipated to be generated from the sale of the Shelf Registered Securities (as determined in good faith by the relevant Holders and their Underwriters) equals or exceeds $15,000,000. Promptly upon receipt of a Shelf Public Offering Request, the Company shall provide notice (the “Shelf Public Offering Notice”) of such Holders proposed Underwritten Offering (which notice shall state the material terms of such proposed Underwritten Offering, to the extent not prohibited known, as well as the identity of the Shelf Public Offering Requesting Holder) to the other Holders holding Shelf Registered Securities (other than any Holder with respect to Subscriber Registrable Securities). Such other Holders may, by applicable Law) written request to the Company and shall use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable Public Offering, within one Business Day after the filing thereof. Upon receipt of such Demand Shelf Public Offering Notice, offer and sell up to all of their Shelf Registered Securities of the Company will notify all other Holders same class or series as the Shelf Registered Securities proposed to be sold in such Underwritten Offering. No Holder shall be entitled to include any of its Registrable Securities in a Shelf Public Offering unless such Holder has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering shall be selected in accordance with Section 2.7(f). The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Shelf Public Offering shall be approved by the Shelf Public Offering Requesting Holder. For the avoidance of doubt, (other than the Demanding Holdersi) in writing and such other Holders no Holder of Shelf Registered Securities shall have the right to request the Company to include all or participate in a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Shelf Takeshelf take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities down by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all Holder other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred than in connection with such registration requested pursuant a Shelf Public Offering and (ii) no Holder shall have the right to this Section 4 shall be borne by the Companyparticipate in a Shelf Public Offering with respect to Subscriber Registrable Securities.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers the Designated Investors deliver a notice to the Company (a “Shelf Take-Down NoticeUnderwriting Request”) to the Company stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the such Designated Investors’ Registrable Securities included by the Holders it on the Shelf Registration Statement a shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then then, the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account Offering; provided further, that the inclusion aggregate offering value of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement requested to be registered in the any Shelf Underwritten Offering must equal at least $50,000,000, net of Registration Expenses (or a lesser amount if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought requested by the Requesting Equityholders to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with constitute all of the Registrable Securities held by the Equityholders). For the avoidance of doubt, a Shelf Underwritten Offering constitutes a Demand Registration such that the provisions of this Agreement, including this Section 2(c). (e) All 2 and the ability of the Company to suspend any Demand Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 2(d), with respect to a Demand Registration shall be borne by apply to a Shelf Underwritten Offering; provided that a Shelf Underwritten Offering shall not count against the Companylimitation of the number of Demand Registrations in Section 2(b) and the restriction set forth in the first sentence of Section 2(d) shall not apply. The Company shall, as expeditiously as possible (and in any event within ten (10) days after the receipt of a Shelf Underwriting Request), but subject to Section 2(d), amend or supplement the shelf registration statement for such Shelf Underwritten Offering. Notwithstanding the foregoing, if the Requesting Equityholders wish to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a shelf registration statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing shelf registration statement), then notwithstanding the foregoing time periods, the Requesting Equityholders only need to notify the Company of the Underwritten Block Trade on the Business Day immediately preceding the day on which such offering is to commence, and the Company shall as expeditiously as possible, but subject to Section 2(d), facilitate such Shelf Underwritten Offering (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Requesting Equityholders requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant (including the Resale Shelf Registration Statement) is effective (subject to Section 2 or Section 3 is effectiveany contractual lock-up agreements then in effect), if a Holder MDP delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the from such Shelf Registration Statement (a “Shelf Underwritten Offering”) of all or part of its Registrable Securities included by it on such Shelf Registration Statement, whether such offering is underwritten or non-underwritten, and stating the number of the its Registrable Securities to be included in such the Shelf Underwritten Offering, then the Company shall amend or supplement the such Shelf Registration Statement Statement, as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holderspursuant to this Section 1.7). . Promptly upon receipt of a Take-Down Notice (c) The and in no event later than the second Business Day thereafter), the Company shall deliver give written notice of the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement Potential Takedown Participants (including Blueapple in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5accordance with Section 11.01(a) Business Days after delivery of the Shelf LLC Agreement). No notice shall be required to be delivered to Blueapple or any Stockholder in connection with any Take-Down Notice indicating that MDP intends to engage in a non-unwritten transaction (e.g., a sale to a broker or market maker in a non-underwritten block trade). Any such other HolderTake-Down Notice indicating that MDP intends to engage in a non-unwritten transaction (e.g., a sale to a broker or market maker in a non-underwritten block trade) must be (i) received by 5:00 p.m., New York City Time, on the Business Day prior to the date on which such transaction is expected to occur and (ii) executed by MDP within three Business Days after such Take-Down Notice is received by the Company. (b) At any time that a Shelf Registration Statement (including the Resale Shelf Registration Statement) is effective, after receipt of a Sale Notice or Call Option Put Notice in response to which the Company intends to initiate a Shelf Offering, the Company will give written notice of such Shelf Offering as promptly as practicable to all Potential Takedown Participants and in any event no later than the second Business Day after receipt of the Sale Notice. (c) Any Potential Takedown Participant wishing to include Registrable Securities with respect to an underwritten Take-Down Offering (whether initiated by the Company or MDP) shall inform the Company as promptly as practicable of the number of Registrable Securities it seeks to have included in such Take-Down Offering, which shall not exceed the number of Registrable Securities registered on behalf of such Potential Takedown Participant in the applicable Shelf Registration Statement. Such notice shall be given by the Stockholder as promptly as practicable, but in no event later than the earlier of (1) 5:00 p.m., New York City time, on the Business Day prior to the date on which a preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized and (2) the second Business Day after the delivery of the Company’s notice pursuant to Section 1.7(a) or 1.7(b), as applicable. Subject to Section 1.8, the Company shall include in such Shelf Offering (i) all Stockholder-Offered Registrable Securities with respect to which the Company has received written requests for inclusion therein from Potential Takedown Participants within the foregoing time period and (ii) such number of Company-Offered Registrable Securities as necessary to permit the Company to purchase (x) any Common Units that the Company has received a written request from Blueapple to purchase within the foregoing time period and (y) if applicable, all or such portion of the Call Option as requested by the Call Option Holder and to pay the exercise price therefor on the terms provided in the Exchange Agreement to the extent notice is received within the foregoing time periods. (d) If Any Shelf Offering in connection with which the Company is required to sign an underwriting agreement, the Company’s outside counsel are requested to provide a legal opinion (other than a legal opinion to the Company’s transfer agent), the Company’s independent public accountants are requested to provide a comfort letter or the Company’s executive officers are requested to participate in a “road show” or other material selling efforts shall constitute a Demand Registration for purposes of the limitation contained in Section 1.1, whether or not such Shelf Underwritten Offering is being conducted underwritten. (e) In the event that a Call Option Put Notice is delivered as or as part of a Takedown Notice for an underwritten offering and the representative Company is able to register a sufficient number of shares of Class A Common Stock under the underwriters provides the Company and the other holders seeking Shelf Registration Statement to include securities which such Takedown Notice relates, MDP may require (i) all Potential Takedown Participants participating in such offering in writing a Cutback Notice, then the number of Shelf Offering pursuant to Section 1.7(c) to sell their Stockholder-Offered Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion to the Company and (ii) the Company to register such number of shares of Class A Common Stock in accordance with a primary offering sufficient to purchase all such Stockholder-Offered Registrable Securities pursuant to Section 2(c1.7(e)(i). (e) All Registration Expenses incurred in connection with such registration requested . In the event that any underwritten Shelf Offering is conducted as a primary offering pursuant to this Section 4 1.2(e), the terms of this Agreement shall apply to such offering with each Potential Takedown Participant participating in such Shelf Offering being treated to the fullest extent possible as having directly registered the Stockholder-Offered Registrable Securities to be borne purchased by the CompanyCompany in such offering for purposes of ascertaining the rights and obligations of such holders, the Call Option Holder and Blueapple under this Agreement.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Requesting Holder delivers a notice to the Company (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders such Requesting Holder intends to effect an underwritten offering of all or part of the their or their Investor Group’s Registrable Securities included by the Holders on the Shelf shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf shelf Registration Statement or related prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to this Section 1.7(a)), provided that (i) no Underwritten Shelf Take-Down Notice may be delivered within 30 days after the effective date of any Registration Statement of the Company hereunder, other than a Form S-3ASR, and (ii) (x) the D. X. Xxxx Investors, collectively, and (y) the GS Investors, collectively, may only deliver an aggregate of two (2) Underwritten Shelf Take-Down Notices in any consecutive 12-month period. In connection with any Shelf Underwritten Offering: (i) such Requesting Holder shall also deliver the Underwritten Shelf Take-Down Notice to all other Holders included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Underwritten Offering if such Holder notifies the proposing Requesting Holder(s) and the Company within two Business Days after delivery of the Underwritten Shelf Take-Down Notice to such other Holder, provided that in the event the Underwritten Shelf Take-Down Notice is with respect to a Specified Non-Marketed Offering, each other Holder must notify such Requesting Holder(s) and the Company within one Business Day after delivery of the Underwritten Shelf Take-Down Notice to such other Holder; (ii) unless otherwise agreed by the Board, the Company shall not be required to undertake any such Shelf Underwritten Offering if the value of Registrable Securities of any Underwritten Shelf Take-Down Notice is less than the greater of (i) US $25 million and (ii) 10% of the market value of the public float of the Company (determined in accordance with Rule 405 under the Securities Act); and (iii) in the event that the underwriter advises the Company in its reasonable opinion that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of shares that would otherwise be included in such take-down, the underwriter may limit the number of shares that would otherwise be included in such take-down offering in the same manner as is described in Section 1.1(f) with respect to a limitation of shares to be included in a registration. (cb) The At any time that a shelf Registration Statement covering Registrable Securities is effective, a Holder(s) may deliver a notice to the Company (a “Shelf Take-Down Notice”) stating that such Holder(s) intend to sell in a non-underwritten offering all or part of their or their Investor Group’s Registrable Securities included on the shelf Registration Statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the shelf Registration Statement or related prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering, provided that no Shelf Take-Down Notice may be delivered within 30 days after the effective date of any Registration Statement of the Company hereunder, other than a Form S-3ASR. In connection with any Shelf Offering, such Requesting Holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf shelf Registration Statement in the Shelf Underwritten Offering (which Registrable Securities will be included in the same order of priority as is described in Section 1.1(f) as reasonably determined by the Requesting Holder(s)) if such other Holder notifies the proposing Requesting Holder(s) and the Company within five (5) two Business Days after delivery of the Shelf Take-Down Notice to such other Holder. (d, provided that in the event the Shelf Take-Down Notice is with respect to a Specified Non-Marketed Offering, each other Holder must notify such Requesting Holder(s) If a Shelf Underwritten Offering is being conducted and the representative Company within one Business Day after delivery of the underwriters provides the Company and the Shelf Take-Down Notice to such other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)Holder. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder any Investor delivers a notice to the Company Parent (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then the Company Parent shall as promptly as practicable (and within five (5) days of such Take-Down Notice) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersInvestors pursuant to Section 2.6(a).); provided, however, that Parent shall not be obligated to effect any Shelf Underwritten Offering pursuant to this Section 2.6 if Investors holding Registrable Securities, together with the holders of any other securities of Parent entitled to inclusion in such offering, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Investors shall be entitled to request an unlimited number of shelf take-downs to effect a Shelf Underwritten Offering, if available to the Parent, with respect to the Registrable Securities, in addition to the other registration rights provided in this Agreement, provided, however, Parent shall not be required to facilitate more than four (4) Shelf Underwritten Offerings in any calendar year. In connection with any Shelf Underwritten Offering: (ca) The Company Parent shall also promptly deliver the Shelf Take-Down Notice to all other Holders whose Investors with securities are included on such Shelf Registration Statement and permit each Holder such Investor to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder Investor notifies the Company requesting Investor and Parent within five two (52) Business Days days after delivery distribution or dissemination (including via e-mail, if available) of the Shelf Take-Down Notice to such other Holder.Investor; (db) If a Shelf Underwritten Offering is being conducted in the event that the managing Underwriter or Underwriters advises the requesting Investor and Parent in its good faith opinion that the representative dollar amount or number of the underwriters provides the Company and the other holders seeking Registrable Securities proposed to include securities be sold in such offering in writing a Cutback Noticeis such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then the Underwriter or Underwriters may limit the number of Registrable Securities and Other Securities sought which would otherwise be included in such take-down offering in the same manner as described in Section 2.1.4 with respect to the limitation of securities to be included in a Demand Registration; and (c) if at any time or from time to time, an Investor desires to sell Registrable Securities in a Shelf Underwritten Offering, the Underwriter or Underwriters, including the managing Underwriter, shall be selected by the Investors holding a majority-in-interest of the Registrable Securities included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c)Offering. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement shelf-registration statement providing for sales of Common Stock on a delayed or continuous basis covering Registrable Securities pursuant to Section 2 3 or Section 3 4 is effective, if a Holder any holder or group of holders of Registrable Securities (“Shelf Holders”) delivers a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf-registration statement (a “Shelf Underwritten Offering”) and stating ), then, the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company Corporation shall amend or supplement the Shelf Registration Statement shelf-registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 4(c).); provided, that the Corporation shall not be required to effect a Shelf Underwritten Offering if the aggregate offering price of the Registrable Securities to be sold in such offering is not reasonably expected to exceed $25,000,000. In connection with any Shelf Underwritten Offering: (ci) The Company the Corporation or such Shelf Holders shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf Registration Statement shelf-registration statement and permit each Holder such holder to include sell its Registrable Securities included on the Shelf Registration Statement shelf-registration statement in the Shelf Underwritten Offering if such other Holder holder notifies the Company proposing holders and the Corporation within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) in the event that the underwriter determines and advises the Corporation and such Shelf Holders in writing that, in its reasonable view, marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of Registrable Securities which would otherwise be included in such take down, the underwriter may limit the number of Registrable Securities which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) or Section 4(b), as applicable, with respect to a limitation of shares to be included in a registration. If a Shelf Holder desires to effect a sale of Registrable Securities registered under a shelf-registration statement that does not constitute a Shelf Underwritten Offering (a “Non-Marketed Take-Down”), such Shelf Holder shall so indicate in a written request delivered to the Corporation no later than five (5) Business Days after delivery prior to the expected date of the Shelf such Non-Marketed Take-Down Notice Down, and, if necessary, the Corporation shall file and effect an amendment or supplement to its shelf-registration statement for such other Holderpurpose as soon as practicable. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder Requesting Investor delivers a notice to the Company (a “Shelf Take-Down Notice”) to the Company stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its or its Affiliates that are Investor Holders’ Registrable Securities Securities, in each case included by the Holders it or them on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement or related Prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersHolders pursuant to Section 1(f)), provided, (i) that the Investors’ entitlement to deliver a Take-Down Notice shall be subject to the limitations on Demands set forth in Section 1(b), and (ii) the Investors may not deliver any Take-Down Notice within 30 days after the effective date of any Registration Statement of the Company hereunder. (cb) The Company In connection with any Shelf Underwritten Offering: (i) with respect to any Take-Down Notice that does not pertain to a Block Sale, within two calendar days of receipt of such Take-Down Notice, the Requesting Investor, as applicable, shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Requesting Investor and the Company within five (5) Business Days calendar days after delivery (including via e-mail, if available) of the Shelf Take-Down Notice to such Holder; (ii) with respect to any Take-Down Notice pertaining to a Block Sale, within one Business Day of receipt of such Take-Down Notice, the Requesting Investor, as applicable, shall also deliver the Take-Down Notice to all other Holders included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such Holder notifies the Requesting Investor and the Company within one Business Day after delivery of the Take-Down Notice to such Holder; and (iii) in the event that the managing underwriter advises the Company in its good faith opinion that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of shares which would otherwise be included in such take-down, the managing underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 1(f) with respect to a limitation of shares to be included in a registration. (dc) If If, in connection with a Shelf Underwritten Offering is being conducted and Offering, the representative of the underwriters provides managing underwriter(s) shall advise the Company and the other holders seeking Holders that, in its good faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(cmanaging underwriter(s). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6)each, a "Shelf Registration Statement relating Take-Down") may be initiated only by an Investor (an "Initiating Shelf Take-Down Holder"). Except as set forth in Section 2.01(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of the Registrable Securities requested to be included therein by the other Holders thereof from time to time in accordance connection with the methods of distribution elected any such Shelf Take-Down initiated by such Holders Initiating Shelf Take-Down Holder. (ii) Subject to Section 2.10, if the Initiating Shelf Take-Down Holder elects by written request to the extent not prohibited by applicable LawCompany, a Shelf Take-Down shall be in the form of an Underwritten Offering (an "Underwritten Shelf Take-Down Notice") and the Company shall use its reasonable best efforts to cause such amend or supplement the applicable Shelf Registration Statement for such purpose as soon as practicable. Subject to be declared effective under clause (iii) below, such Initiating Shelf Take-Down Holder shall have the Securities Act as right to select the managing underwriter or underwriters to administer such offering. (iii) If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary "road show" (including an "electronic road show") or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a "Marketed Underwritten Shelf Take-Down"), promptly as practicable after the filing thereof. Upon receipt upon delivery of such Demand NoticeUnderwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company will notify shall promptly deliver a written notice (a "Marketed Underwritten Shelf Take-Down Notice") of such Marketed Underwritten Shelf Take-Down to all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Initiating Shelf Take-Down Notice”) stating that one or more of Holder), and the Holders intends to effect an underwritten offering of Company shall include in such Marketed Underwritten Shelf Take-Down all or part of the such Registrable Securities included by the of such Holders that are Registered on the such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within three (3) Business Days after the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered; provided, that if the managing underwriter or underwriters of any proposed Marketed Underwritten Shelf Take-Down informs the Holders that have requested to participate in such Marketed Underwritten Shelf Take-Down in writing that, in its or their opinion, the number of securities which such Holders intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a “significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Marketed Underwritten Shelf Take-Down shall be (i) first, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Marketed Underwritten Offering”Shelf Take-Down, which such number shall be allocated pro rata among the Investors that have requested to participate in such Marketed Underwritten Shelf Take-Down based on the relative number of Registrable Securities then held by each such Investor (provided that any securities thereby allocated to an Investor that exceed such Investor's request shall be reallocated among the remaining requesting Investors in like manner) and stating (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Marketed Underwritten Shelf Take-Down, which such number shall be allocated pro rata among the Holders (excluding the Investors) that have requested to participate in such Marketed Underwritten Shelf Take-Down based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). The Holders of a majority of the Registrable Securities to be included in such Shelf any Marketed Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice shall have the right to all other Holders whose securities are included on select the managing underwriter or underwriters to administer such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company within five (5) Business Days after delivery of the Shelf Take-Down Notice to such other Holderoffering. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts i. An offering or sale of Registrable Securities pursuant to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1)each, any Holder will have the right to elect in the Demand Notice for any Demand Registration to a “Shelf Take-Down”) may be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt initiated only by the Company Security Holder(s) in an Eligible Holder Group that own at least a majority of the Registrable Securities beneficially owned by all Company Security Holders in such Demand Notice Eligible Security Holder Group (subject in such capacity, “Initiating Shelf Take-Down Holder(s)”). Except as set forth in SECTION 2.02(e)(iii) with respect to Section 6)Marketed Underwritten Shelf Take-Downs, a each such Initiating Shelf Registration Statement relating Take-Down Holder(s) shall not be required to permit the offer and sale of the Registrable Securities requested to be included therein by the other Shelf Holders thereof from time to time in accordance connection with the methods of distribution elected any such Shelf Take-Down initiated by such Holders (Initiating Shelf Take-Down Holder(s). ii. Subject to SECTION 2.11, if the Initiating Shelf Take-Down Holder(s) elects by written request to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand NoticeCompany, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to Take-Down shall be in the Company form of an Underwritten Public Offering (a an “Underwritten Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement for such purpose as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) soon as practicable. The Company shall deliver have the right to select the managing underwriter or underwriters to administer such offering subject to the consent of such Initiating Shelf Take-Down Holder(s) (not to be unreasonably withheld, delayed, or conditioned). The provisions of the paragraph after SECTION 2.01(g) shall apply to any Underwritten Public Offering pursuant to this SECTION 2.02(e), mutatis mutandis. iii. If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice to all includes a customary “road show” (including an “electronic road show”) or other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies substantial marketing effort by the Company within five and the underwriters over a period expected to exceed 48 hours (5) Business Days after a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of the such Underwritten Shelf Take-Down Notice to such other Holder. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities but in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.no event more than three

Shelf Take-Downs. (a) The Company shall use reasonable best efforts Subject to qualify for registration any applicable restrictions on a transfer under applicable law, at any time that any Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering a sale or distribution of all or part of the its Registrable Securities included by the Holders it on the any Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering, then the Company shall shall, subject to the other applicable provisions of this Agreement, amend or supplement the Shelf Registration Statement as may be reasonably necessary in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering. Both the Ares Lender and the Fortress Lender, acting as Holders, shall each be entitled to deliver two (2) notices to the Company of its intention to effect a sale or distribution of all or part of its Registrable Securities in a Shelf Offering pursuant to this Section 1.6(a) (including an Underwritten Offering (taking into account the inclusion of Other Securities by any other holdersShelf Take-Down pursuant to Section 1.6(b) below). (cb) The Subject to any applicable restrictions on transfer under applicable law, a Holder may, after any Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Shelf Take-Down Notice”) specifying that a Shelf Offering is intended to be conducted through an Underwritten Offering (such Underwritten Offering, an “Underwritten Shelf Take-Down”), which shall specify the number of Registrable Securities intended to be included in such Underwritten Shelf Take-Down; provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an Underwritten Shelf Take-Down the anticipated gross proceeds of which shall be less than $35 million (the “Minimum Amount”) or (ii) launch an Underwritten Shelf Take-Down within the period commencing 20 days prior to the date of the Company’s scheduled earnings release for any fiscal quarter or year and ending one (1) day following the Company’s filing of its annual report on Form 10-K or quarterly reports on Form 10-Q for such fiscal year or quarter, respectively. To the extent an Underwritten Shelf Take-Down is a Marketed Underwritten Offering, the Company shall deliver the Underwritten Shelf Take-Down Notice to all the other Holders whose securities are of Registrable Securities that have been included on such Shelf Registration Statement and permit each Holder such Holders to include its their Registrable Securities included on the Shelf Registration Statement in the such Underwritten Shelf Take-Down that is a Marketed Underwritten Offering if such other Holder notifies the Holder delivering the Underwritten Shelf Take-Down Notice and the Company within five three (53) Business Days after delivery of the Underwritten Shelf Take-Down Notice to such Holder. (c) In the event of an Underwritten Shelf Take-Down, the Holder delivering the related Underwritten Shelf Take-Down Notice shall (in the case of a Marketed Underwritten Offering, in consultation with other HolderHolders participating in the Underwritten Shelf Take-Down) select the managing underwriter(s) to administer the Underwritten Shelf Take-Down; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld. The Company and the Holders of Registrable Securities participating in an Underwritten Shelf Take-Down will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (d) If a The Company will not include in any Underwritten Shelf Underwritten Offering is being conducted and Take-Down pursuant to this Section 1.6 any securities that are not Registrable Securities without the representative prior written consent of the Holder(s) participating in such Underwritten Shelf Take-Down. In the case of an Underwritten Shelf Take-Down that is a Marketed Underwritten Offering, if the managing underwriter or underwriters provides advise the Company and the other holders seeking to include securities in such offering Holders in writing a Cutback Notice, then that in its or their opinion the number of Registrable Securities and Other Securities sought (and, if permitted hereunder, other securities) requested to be included in such offering exceeds the number of securities which can be sold in such offering in light of market conditions or otherwise is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the success of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that have requested to participate in such Underwritten Shelf Take-Down that is a Marketed Underwritten Offering shall Offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities owned by such Holders, and (ii) second, any other securities of the Company that have been requested to be allocated for inclusion in accordance with Section 2(c)so included. (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf shelf Registration Statement covering Registrable Securities pursuant to Section 2 or this Section 3 is effective, if a Holder any Shareholder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of sell all or part of the its Registrable Securities included by the Holders it on the Shelf shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering), then then, the Company shall amend or supplement the Shelf shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holdersholders pursuant to this Section 3(f).). In connection with any Shelf Offering, including any Shelf Offering that is a Marketed Offering: (ci) The Company such proposing holder(s) shall also deliver the Shelf Take-Down Notice to all other Holders whose securities are holders of Registrable Securities included on such Shelf shelf Registration Statement and permit each Holder such holder to include its Registrable Securities included on the Shelf shelf Registration Statement in the Shelf Underwritten Offering if such other Holder holder notifies the proposing holder(s) and the Company within five (5) Business Days days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (dii) If a if the Shelf Underwritten Offering is being conducted and underwritten, in the representative event that the underwriters of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the underwriters provides the Company and the other holders seeking Registrable Securities to include securities in such offering in writing a Cutback Noticebe included, then the underwriter may limit the number of Registrable Securities and Other Securities sought to which would otherwise be included in such Shelf Underwritten Offering shall in the same manner as described in Section 3(b) with respect to a limitation of shares to be allocated for inclusion included in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.a registration;

Shelf Take-Downs. (a) The Company shall use reasonable best efforts Subject to qualify for registration on the terms and provisions of this Section 5, following the expiration of the Lock-Up Period, the Purchaser may initiate a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect Take-Down that shall be specified in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt written demand delivered by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered Purchaser to the Company within fifteen (15) days after such notice is given by pursuant to the Companyprovisions of this Section 5.6(c). (bi) At any time that The Purchaser may elect in a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if a Holder delivers a notice written demand delivered to the Company (a “Shelf Take-Down Notice”) stating that one or more of for any Shelf Take-Down (a “Shelf Take- Down”), and the Holders intends to Company shall, if so requested, file and effect an underwritten offering amendment or supplement of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement for such purpose as soon as reasonably practicable; provided, however, that the Company shall not be obligated to effect any such Shelf Take-Down pursuant to this Section 5 unless the aggregate offering price of the Shares covered by such registration shall be reasonably expected to exceed $40,000,000 (after deduction of underwriting discounts and commissions), in the case of any marketed Shelf Take-Down. (ii) The Purchaser may elect in a Shelf Take-Down Notice for a Shelf Take-Down in the form of a “over-night deal” or no-roadshow “block trade” where pricing is expected to occur within a limited time frame after such initiation, and the Company shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable; provided, however, that the Company shall not be obligated to effect any such Shelf Take- Down pursuant to this Section 5 unless the aggregate offering price of the Shares covered by such registration shall be reasonably expected to exceed $25,000,000 (after deduction of underwriting discounts and commissions). (iii) The Purchaser may not demand more than two (2) Shelf Take- Downs pursuant to this Section 5.6(c) in any twelve (12) month period, with at least ninety (90) days between each demand. The Company shall not be obligated to effect more than one (1) marketed Shelf Take-Down, and the Company will also not be obligated to effect any Shelf Take-Down during a Management Blackout Period. (iv) The Purchaser shall have the right to select the Managing Underwriter or Underwriters to administer such Shelf Take-Down; provided that such Managing Underwriter or Underwriters shall be reasonably acceptable to the Company; provided, however, that the Company shall have the right to select a co- Managing Underwriter in the case of any marketed Shelf Take-Down; provided that such co-Managing Underwriter shall be reasonably acceptable to the Purchaser. (v) With respect to any Shelf Take-Down, the right of the Purchaser to participate in such Shelf Take-Down shall be conditioned upon (i) the Purchaser’s participation in such underwriting and the inclusion of the Purchaser’s Shares in the Underwritten Offering”Offering pursuant to Section 5.10 and (ii) the Purchaser’s entry into a customary lock-up agreement with the Underwriter(s) during the ninety (90)- day period (or such shorter time agreed to by the Managing Underwriters) beginning on the date of pricing of such offering. The Company and stating the Purchaser shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 5.6(c)(iv). Notwithstanding any other provision of this Section 5.6, if the Managing Underwriter(s) advise the Company in writing that in their opinion the number of the Registrable Securities requested to be included in the registration creates a substantial risk that the price per share of securities offered thereby will be reduced, then the Managing Underwriter(s) and the Company may exclude securities (including Registrable Securities) from the Shelf Take-Down, and the number of securities that may be included in such registration shall include: (1) first, any Equity Securities that the Purchaser proposes to sell; (2) second, to the extent that the number of securities does not exceed the Underwriters’ limitation under clause (1), any other securities, if any, included in such registration by the Company; and (3) third, to the extent that the number of securities does not exceed the Underwriters’ limitation under clauses (1) and (2), any other securities, if any, requested to be included in such Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities registration to be distributed pursuant to allocated pro rata among the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders). (c) The Company shall deliver the Shelf Take-Down Notice to all other Holders whose securities are included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement holders thereof, or in the Shelf Underwritten Offering if case of clauses (2) and (3), such other Holder notifies the Company within five (5) Business Days after delivery formulation as to comply with each of the Shelf Take-Down Notice to such other HolderRights Agreements. (d) If a Shelf Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.

Shelf Take-Downs. (ai) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At If at any time that a Shelf Registration Statement covering Registrable Securities pursuant to this Section 2 or Section 3 2.02 is effective, if a Holder either Sponsor (the “Initiating Shelf Take-Down Holder”) delivers a notice to the Company Issuer (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering (a “Shelf Take-Down”) of all or part a portion of the its Registrable Securities included by the Holders it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in such Shelf Underwritten OfferingTake-Down, then the Issuer shall amend or supplement the Shelf Registration Statement and take such other action as may be reasonably necessary to facilitate the sale of such Registrable Securities pursuant to such Shelf-Takedown. Except as set forth in Section 2.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder; (ii) Subject to Section 2.11(c), if such Initiating Shelf Take-Down Holder elects by written request to the Company, a Shelf Take-Down shall be in the form of an Underwritten Offering (each, an “Underwritten Shelf Take-Down”) (such written request, an “Underwritten Shelf Take-Down Notice”) and the Company shall amend or supplement the Shelf Registration Statement for such purpose as may soon as practicable. Such Initiating Shelf Take-Down Holder shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such managing underwriter or underwriters shall be necessary in order reasonably acceptable to enable the Company and the other Sponsor if such other Sponsor is permitted to, and proposes to, sell Registrable Securities to be distributed pursuant to the such Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders)Take-Down. (ciii) The Company shall deliver If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed forty-eight (48) hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders whose securities that are included Registered on such Shelf Registration Statement and permit each for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to include its Registrable Securities included on the be offered and sold pursuant to such Marketed Underwritten Shelf Registration Statement in the Shelf Underwritten Offering if such other Holder notifies the Company Take-Down, for inclusion therein within five three (53) Business Days after delivery of the date that such Marketed Underwritten Shelf Take-Down Notice to has been delivered; provided that the Company shall not include in any Marketed Underwritten Shelf Take-Down Registrable Securities of any Holder (other than a Sponsor) in an amount in excess of such other Holder’s Registration Eligible Shares. (div) If a Shelf The provisions of Section 2.01(h) shall apply to any Marketed Underwritten Offering is being conducted and the representative of the underwriters provides the Company and the other holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion in accordance with Section 2(c). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.2.02(e) notwithstanding that Section 2.01(h)

Shelf Take-Downs. (a) The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 4.1 or Section 3 4.2 is effective, if a Holder the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten OfferingOffering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders).holders pursuant to this Section 4.3) or other offering. In connection with any Shelf Underwritten Offering: (ca) The Company the Holders’ Representative shall also deliver the Shelf Take-Down Notice to all other Holders holders whose securities are included on such Shelf Registration Statement and permit each Holder holder to include its Registrable Other Securities included on the Shelf Registration Statement shelf registration statement in the Shelf Underwritten Offering if such other Holder holder notifies the Holders’ Representative and the Company within five (5) 5 Business Days after delivery of the Shelf Take-Down Notice to such other Holder.holder; and (db) If a in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering is being conducted and exceeds the representative total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the underwriters provides the Company and the other holders seeking securities proposed to include securities be included in such offering in writing a Cutback NoticeShelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities sought to be included in such Shelf Underwritten Offering shall be allocated for inclusion (i) if the applicable Registration Statement was filed pursuant to Section 4.1, then in accordance with Section 2(c4.1(c), and (ii) if the applicable Shelf Registration Statement was filed pursuant to Section 4.2, then in accordance with Section 4.2(b). (e) All Registration Expenses incurred in connection with such registration requested pursuant to this Section 4 shall be borne by the Company.