Common use of Shelf Takedown Clause in Contracts

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. (i) At any time and from time subsequent to time following the effectiveness delivery of a Shelf Registration Request with respect to a Shelf Registration Statement, by notice to the shelf registration statement required by subsection 2.1.1 Company specifying the intended method or 2.1.2methods of disposition thereof, any Holder(sthe Sponsor may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering of all or a portion of their the Sponsor’s Registrable Securities in an Underwritten Offering that is registered are covered or will be covered by such Shelf Registration Statement, and as soon as practicable after the receipt of a Shelf Takedown Request (or, if a Shelf Registration Statement that has been filed pursuant to such shelf registration statement (a “Shelf Underwritten Offering”Registration Request under Section 2.02(a) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all hereunder has not yet been declared effective, as soon as practicable after the effectiveness of the Registrable Securities held by Shelf Registration Statement), the Company shall amend or supplement the Shelf Registration Statement for such Holder in such purpose. (ii) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter) for less any Shelf Takedown, if there are any Holders other than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Sponsor, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to any such non-Sponsor Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in writing. The Company shall include in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of Takedown all such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein within two (2) Business Days after the date that the Shelf Takedown Notice has been delivered. If a Holder does not deliver a notice within two (2) Business Days after the date that the Shelf Takedown Notice has been delivered, within five such Holder shall be deemed to have irrevocably waived any and all rights under this Section 2.02(e) with respect to such Registration (5) days after sending but not with respect to future Registrations in accordance with this Section 2.02(e)). Any Potential Takedown Participant’s request to participate in an Shelf Takedown shall be binding on the Company Potential Takedown Participant. Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , but subject to Section 2.06(d), all determinations as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with whether to complete any Shelf Underwritten Offering Takedown and as to the timing, manner, price and other terms of any Shelf Takedown contemplated by this subsection 2.1.3Section 2.02(e)(ii) shall be determined by the Sponsor, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter use its reasonable best efforts to cause any Shelf Takedown to occur as promptly as practicable; provided that if such Shelf Takedown is to be completed, each Potential Takedown Participant’s Pro Rata Portion shall contain be included in such representations, covenants, indemnities and other rights and obligations of Shelf Takedown if such Potential Takedown Participant has complied with the Company and the selling stockholders as are customary requirements set forth in Underwritten Offerings of securities by the Companythis Section 2.02(e)(ii).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 15,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds5,000,000]. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (other than a Block Trade, in which only the Demanding Holder shall be entitled to participate), within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this subsection 2.1.3 or subsection 2.2.1, a request by any Existing Holder(s) or New Holder(s) for a Shelf Underwritten Offering pursuant to this subsection 2.1.3 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of subsection 2.2.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this subsection 2.2.1 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.2.4) have actually been sold in connection therewith.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, and following any Holder(sapplicable Lock-Up Period, any Holder (being in such case, a “Demanding Holder”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) ); provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 15,000,000 from such Underwritten Shelf Underwritten Offering or Takedown (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such “Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsThreshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown NoticeTakedown. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 3.5 and Article ARTICLE IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders shareholders as are customary in underwritten offerings of securities. Holders in the aggregate may demand no more than two (2) Underwritten Offerings of securities by Shelf Takedowns pursuant to this subsection 2.1.3 in any twelve (12) months (the Company“Yearly Limit”) and no more than six (6) Underwritten Shelf Takedowns pursuant to this subsection 2.1.3 in the aggregate (the “Aggregate Limit”).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, and following any Holder(sapplicable Lock-up Period, any Holder (being in such case, a “Demanding Holder”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown NoticeTakedown. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.1.4, subject to Section 3.4 3.3 and Article IVARTICLE 4, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects expect to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 5,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata pro rata calculations in subsection subection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. (i) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following a Holder’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, a Demand Rights Holder may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request Company to sell effect a Public Offering of all or a portion of their such Demand Rights Holder’s Registrable Securities in an Underwritten Offering that is registered are covered by such Shelf Registration Statement and as soon as practicable the Company shall promptly amend or supplement the Shelf Registration Statement for such purpose. Each Demand Rights Holder shall be entitled to one Shelf Takedown Request for each Demand Registration such Holder may be entitled to pursuant to such shelf registration statement Section 2.01(b) and any additional Shelf Takedown Request shall count as an additional Demand Registration for purposes of Section 2.01(b). (ii) Promptly upon receipt of a “Shelf Underwritten Offering”) provided that such Holder(s) Takedown Request (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event later than (A) 5:00 p.m. New York City time one (1) Business Day thereafter for less than $10,000,000 in aggregate gross proceeds. All requests any Block Trade and (B) two (2) Business Days thereafter for a any other proposed Shelf Underwritten Offering shall be made by giving written notice to Takedown) for any Shelf Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in writing. The Company shall include in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of Takedown all such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (A) by 10:00 p.m. New York City time on the date that the Shelf Takedown Notice has been delivered, in the case of any Block Trade, and (B) within five two (52) days Business Days after sending the Company date that the Shelf Takedown Notice has been delivered, in the case of any other proposed Shelf Takedown. Any Potential Takedown Participant’s request to participate in a Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , but subject to the Participation Conditions (to the extent applicable), all determinations as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with whether to complete any Shelf Underwritten Offering Takedown and as to the timing, manner, price and other terms of any Shelf Takedown contemplated by this subsection 2.1.3Section 2.02(e)(ii) shall be determined by the Demand Rights Holder making the Shelf Takedown Request, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter use its reasonable best efforts to cause any Shelf Takedown to occur as promptly as practicable; provided that if such Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall contain be included in such representations, covenants, indemnities and other rights and obligations of Shelf Takedown if such Potential Takedown Participant has complied with the Company and the selling stockholders as are customary requirements set forth in Underwritten Offerings of securities by the Companythis Section 2.02(e)(ii).

Shelf Takedown. (i) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2Registrable Securities, any Holder(sHolder may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a public offering of such securities, including by means of an underwriting (an “Underwritten Shelf Takedown”), of all or a portion of their such Holder’s Registrable Securities that are registered on such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (ii) The Company shall, within ten (10) days of receiving a Shelf Takedown Request (or two (2) Business Days in connection with an Underwritten Offering that is registered pursuant to such shelf registration statement (a underwritten “Shelf Underwritten Offeringblock trade”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such for any Underwritten Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving Takedown, deliver written notice to the Company (the “Shelf Takedown Notice”) of such request to all Holders of Registrable Securities covered by the applicable Shelf Registration Statement, or to all Holders if such Registration Statement is undesignated (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing within ten (10) days (or two (2) Business Days in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be sold binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 1.5 shall be determined by the Shelf Takedown Initiating Holders (as defined below) holding a majority of the Registrable Securities held by the Shelf Takedown Initiating Holders. (iii) If the Holders initiating a shelf takedown pursuant to this Section 1.5 (the “Shelf Takedown Initiating Holders”) intend to distribute the Registrable Securities covered by such Shelf Takedown Request by means of an underwriting, they shall so advise the Company as a part of their Shelf Takedown Request and the Company shall include such information in the Shelf Takedown Notice. In such event the right of any Holder to include its Registrable Securities in such Underwritten Offering Shelf Takedown shall be conditioned upon such Holder’s participation in such underwriting and the expected price range inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Shelf Takedown Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Shelf Takedown Initiating Holders and reasonably acceptable to the Company. (iv) If the managing underwriter(s) advise(s) the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and there shall be excluded from the proposed Underwritten Shelf Takedown to the extent necessary to satisfy such limitation, first shares held by shareholders other than Holders (if any) and then shares which the Company may wish to register for its own account, and thereafter shares of the Holders of such Registrable Securities, on a pro rata basis based on the number of Registrable Securities held by the Holders including Registrable Securities in the offering (including the Shelf Takedown Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Underwritten Shelf Takedown. The Company shall not offer securities for sale for its own account in any offering pursuant to this Section 1.5 unless permitted to do so by the written consent of the Shelf Takedown Initiating Holders holding a majority of the Registrable Securities held by the Shelf Takedown Initiating Holders. (v) The Company shall not be required to effect an Underwritten Shelf Takedown pursuant to this Section 1.5: (a) if the Company has (i) effected a registration pursuant to Section 1.2 or a public offering pursuant to Section 1.3 or (ii) an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days, subject to Section 1.7; or (b) if the anticipated aggregate proceeds to the Holders in such offering will be less than US$5,000,000 (net of underwriting discounts and commissions); or (c) in the event of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject Suspension pursuant to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company1.6.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects expect to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 5,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata pro rata calculations in subsection subection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company. Under no circumstances shall the Company be obligated to effect more than (i) one Shelf Underwritten Offering pursuant to this subsection 2.1.3 at the request of one or more Sponsor Group Holders or (ii) an aggregate of three (3) Shelf Underwritten Offerings pursuant to this subsection 2.1.3 with respect to any or all Registrable Securities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.3.1 or 2.1.22.3.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 35,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Underwritten Offering Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Underwritten Shelf Underwritten Offering Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following a Holder’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, the shelf registration statement required by subsection 2.1.1 or 2.1.2Advent Investors may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the participating Advent Investors. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following an Investor’s Registrable Securities (including Registrable Co-Investor Securities held by such Investor’s Co-Investors, if applicable), by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, the shelf registration statement required by subsection 2.1.1 or 2.1.2Requisite Investors may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Investor’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the including Registrable Co-Investor Securities held by such Holder in Investor’s Co-Investors, if applicable) that may be registered under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) Promptly upon receipt of a Shelf Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Investor with Registrable Securities covered by the applicable Registration Statement, or to all other Investors if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant (including Registrable Co-Investor Securities held by such Potential Takedown Participant’s Co-Investors, if applicable) may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein within three (3) Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant and, if applicable, its Co-Investors; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within five ten (510) days Business Days of its acceptance at a price per share (after sending giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the Company closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the participating Requisite Investors. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata pro rata calculations in subsection subection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. At (A) An offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”) may be initiated at any time and from time (subject to time following Section 7(b)), by notice to Prairie specifying the effectiveness intended method or methods of disposition thereof, by written request of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sHolder (a “Shelf Takedown Request”) may request to sell Prairie to effect a public offering of all or a portion of their the Holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement. As soon as practicable after the receipt of a Shelf Takedown Request, Prairie shall amend or supplement the Shelf Registration Statement, if necessary, for such purpose and shall within five (b5) reasonably expects Business Days of the receipt of a Shelf Takedown Request, subject to sell the compliance by the applicable Holders of their obligations under this Agreement file a prospectus supplement in respect of the Shelf Registration covering all of the Registrable Securities held by such Holder that the Holders in such Shelf writing request; provided that, Prairie shall have no obligation to effect any Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify unless the approximate number amount of Registrable Securities proposed to be sold included in the Shelf Underwritten Offering and Takedown Request have an aggregate value of at least $50 million based on the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition VWAP of such Registrable Securities. In connection with any Securities as of the date of the Shelf Takedown Request. (B) If the Holder elects by request to Prairie, a Shelf Takedown shall be in the form of an Underwritten Offering contemplated by this subsection 2.1.3, subject to (an “Underwritten Shelf Takedown”) in which case Section 3.4 3(k) shall apply and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations Underwritten Shelf Takedown will constitute an Underwritten Offering for purposes of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the CompanySection 2(b)(iii).

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sRequisite Investor may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten that are registered on such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. No Holder, other than a Requisite Investor, may effect a Public Offering that is registered pursuant to such shelf registration statement (this Section 3.2, except pursuant to Section 3.2.5(b) as a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or Potential Takedown Participant. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than three (3) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the initiating Requisite Investors. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if (x) a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings Shelf Takedown was consummated within the preceding ninety (90) days or (y) the value of securities by the Company with the managing Underwriter or Underwriters selected Registrable Securities proposed to be sold by the initiating Holder(sHolders is not at least the lesser of twenty-five million dollars ($25 million) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Holder’s Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 15,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to a Block Trade requested pursuant to Section 2.5 or any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Lock-Up Period or the Private Placement Lock-Up Period, as applicable, within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following after (i) the effectiveness effective date of the shelf registration statement required by subsection 2.1.1 or 2.1.2Shelf and (ii) the Company is eligible to use Form S-3, any Holder(s) Holders may request to sell in an underwritten offering that is registered pursuant to the Shelf (a “Shelf Takedown”) all or a portion of their Registrable Securities in (1) having an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect anticipated aggregate gross proceeds offering price, net of Selling Expenses, in excess of $50,000,000 from such Shelf Underwritten Offering or (b2) reasonably expects to sell all of constituting the total aggregate Registrable Securities then held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsall Holders. All requests for a Shelf Underwritten Offering shall be made by giving written notice to Upon the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after Company’s receipt of any Shelf Takedown Noticesuch request, the Company shall (x) within three (3) days after the date such request is given, give written notice of such requested thereof (a “Shelf Underwritten Offering Takedown Demand Notice”) to all Holders other Holders than the Initiating Holders, if applicable, and any other holders of Registrable Securities equivalent securities that the Company is obligated to register pursuant to written contractual arrangements with such persons (the “Company Other Holders”); and (y) as soon as practicable, include in such underwritten Shelf Takedown all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company within ten (10) days after the Company sends the Shelf Takedown Demand Notice”) and, and in each case, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings limitations of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable SecuritiesSection 2.1(f). In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3Takedown, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-8 or Form S-4 under the Securities Act), during the seven (7) days prior to and the sixty (60) day period beginning on the date of pricing of such Shelf Takedown or such other period provided in the underwriting, placement or similar agreement executed in connection with such Shelf Takedown, provided that any such sixty (60) day or other period shall contain such representationsbe able to be waived by the applicable underwriter or placement agent. The Company shall not be obligated to effect, covenantsor to take any action to effect, indemnities and other rights and obligations of any Shelf Takedown pursuant to this Section 2.1(c) after the Company has effected two (2) Shelf Takedowns pursuant to this Section 2.1(c); provided that in no event shall the Company be obligated to effect more than one (1) Shelf Takedown in any twelve (12) month period. A Shelf Takedown is not be counted as “effected” for purposes of this Section 2.1(c) until such time as the applicable prospectus supplement has been filed with the SEC, unless the Initiating Holders withdraw their request for such Shelf Takedown and forfeit their right to one Shelf Takedown, in which case such Shelf Takedown shall be counted as “effected” for purposes of this Section 2.1(c); provided, that if such withdrawal is during a period the selling stockholders Company has deferred taking action pursuant to Section 2.1(f), then the Initiating Holders may withdraw their request for a Shelf Takedown and such Shelf Takedown will not be counted as are customary in Underwritten Offerings “effected” for purposes of securities by the Companythis Section 2.1(c).

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities held by the effectiveness PG Investor, by notice to the Company specifying the intended method or methods of disposition thereof, the shelf registration statement required by subsection 2.1.1 or 2.1.2PG Investor may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their the PG Investor’s Registrable Securities in that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Shelf Takedown Request to effect an Underwritten Offering that is registered Shelf Takedown shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such shelf registration statement Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.2.5(b) or otherwise) unless a “Shelf Underwritten Offering”) provided that lesser amount is then held by the participating Holders, in which case such Holder(s) (a) reasonably expect aggregate gross proceeds request may only be made in excess respect of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Holders. (b) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than one Business Day thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 3.2.6, the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five two Business Days after the date that the Shelf Takedown Notice has been delivered to such Holder (5) days or within one Business Day after sending the Company date that the Shelf Takedown Notice has been delivered to such Holder if such notice relates to a Block Trade Offering). Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Underwritten Shelf Takedown being completed within ten Business Days of its acceptance (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions in any Block Trade Offering, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price, size and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the PG Investor. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations current fiscal quarter of the Company and the selling stockholders as are customary in Underwritten Offerings of securities (unless otherwise consented to by the Board of Directors of the Company).

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement, but subject to time following Section 3.2.4, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, a Qualified Holder may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their the Qualified Holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement (stating the approximate number or (b) reasonably expects to sell all range of the Registrable Securities held by to be included in the Public Offering), and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such Holder in such purpose. (b) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Shelf Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein no later than 9:00 a.m., New York City time, on the second business day immediately following the Shelf Takedown Notice Delivery Time; it being understood that for the purposes of this Section 3.2.5, the “Shelf Takedown Notice Delivery Time” shall be deemed to be the date of delivery of such notice if it is delivered to Holders at or prior to 12:00 p.m. New York City time and shall be deemed to be the business day immediately following delivery of such notice if it is delivered to Holders after 12:00 p.m. New York City time. Subject to Section 3.2.6, any Potential Takedown Participant’s participation in an Underwritten Shelf Takedown shall be on the same terms as the Holders who made the Shelf Takedown Request. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant, except that such participation may be conditioned on the Underwritten Shelf Takedown being completed within five ten (510) days Business Days of its acceptance at a price per share (after sending giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) of the Company closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Holders of a majority of the Registrable Securities offered by the Holders who made the applicable Shelf Takedown Request. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company’s Board of Directors).

Shelf Takedown. 3.2.5.1. At any time the Company has an effective Shelf Registration Statement with respect to a Holder’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Holder may make a written request (a “Shelf Takedown Request” and from time such Holder, the “Requesting Holder”) to time following the effectiveness Company to effect a Public Offering, including pursuant to an Underwritten Shelf Takedown, of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. 3.2.5.2. Promptly upon receipt of a Shelf Takedown Request (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein within three (3) Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than a percentage of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate, within five as specified in such Potential Takedown Participant’s request to participate in such Underwritten Shelf Takedown (5) days after sending the Company “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Requesting Holder. 3.2.5.3. The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement, but subject to time following Section 3.2.4, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, a Holder may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their the Holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement (stating the approximate number or (b) reasonably expects to sell all range of the Registrable Securities held by to be included in the Public Offering), and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such Holder in such purpose. (b) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Shelf Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and terms of the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeManagement Agreement, the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein no later than 9:00 a.m., New York City time, on the second business day immediately following the Shelf Takedown Notice Delivery Time; it being understood that for the purposes of this Section 3.2.5, the “Shelf Takedown Notice Delivery Time” shall be deemed to be the date of delivery of such notice if it is delivered to Holders at or prior to 12:00 p.m. New York City time and shall be deemed to be the business day immediately following delivery of such notice if it is delivered to Holders after 12:00 p.m. New York City time. Subject to Section 3.2.6, any Potential Takedown Participant’s participation in an Underwritten Shelf Takedown shall be on the same terms as the Holders who made the Shelf Takedown Request. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant, except that such participation may be conditioned on the Underwritten Shelf Takedown being completed within five ten (510) days Business Days of its acceptance at a price per share (after sending giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) of the Company closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Holders of a majority of the Registrable Securities offered by the Holders who made the applicable Shelf Takedown Request. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company’s Board of Directors).

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities held by a Sponsor Investor or Management Investor, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, such Sponsor Investor or the shelf registration statement required by subsection 2.1.1 or 2.1.2CEO, any Holder(son behalf of such Management Investor, may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Underwritten Shelf Takedown Request shall be required to be in an Underwritten Offering respect of at least $50 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that is registered participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)), unless a lesser amount is then held by the Holders requesting to participate in such shelf registration statement (a “Shelf Underwritten Offering”) provided that offering, in which case such Holder(s) (a) reasonably expect aggregate gross proceeds request may only be made in excess respect of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Holders. (b) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than one Business Day thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 3.2.6, the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five (5) days two Business Days after sending the Company date that the Shelf Takedown NoticeNotice has been delivered to such Holder (or within one Business Day after the date that the Shelf Takedown Notice has been delivered to such Holder if such notice relates to a Block Trade Offering). Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than 90% (or such lesser percentage specified by such Potential Takedown Participant in writing) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”).Subject to the Participation Conditions in any Block Trade Offering, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price, size and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Holders of a majority of the Registrable Securities proposed to be sold in such Underwritten Shelf Takedown. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities Shelf Takedown was consummated within the preceding 90 days (unless otherwise consented to by the Company with Board of Directors of the managing Underwriter or Underwriters selected by Company). (d) Without the initiating Holder(s) after consultation with prior written consent of the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3TPG Investors, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations not take any action to effect any Underwritten Shelf Takedown in connection with a Shelf Takedown Request made by any of the Company Summit Investor, the Silversmith Investor or the CEO (i) until the earlier of (x) a total of two Demand Registrations or Underwritten Shelf Takedowns have been completed at the request of the TPG Investor (y) the one-year anniversary of the Closing; and (ii) if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated at the selling stockholders as are customary in Underwritten Offerings request of securities by such Holder within the Companypreceding twelve (12) months.

Shelf Takedown. (a) The Company shall file with the SEC an automatic shelf registration statement pursuant to Rule 415 on Form S-3 (a "SHELF REGISTRATION STATEMENT") and shall cause such Shelf Registration Statement to become effective by August 1, 2006. The Company shall use reasonable efforts to cause such Shelf Registration Statement to remain effective for so long as the Common Shares purchased by the Shareholders constitute Registrable Securities. (b) At any time and from time to time following after August 1, 2006, if the effectiveness Company shall receive a written request by a Holder (such requesting Holder, a "SELLING SHAREHOLDER") that the Company effect the offering under the Securities Act of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their such Selling Shareholder's Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall use its best efforts to effect an offering of such Registrable Securities (a "SHELF TAKEDOWN") so as to permit the disposition of such Registrable Securities in an Underwritten Offering accordance with the intended methods thereof as aforesaid; provided that, subject to Section 2.01(g) hereof, the Company shall not be obligated to effect more than four Shelf Takedowns for the Shareholders and their Permitted Transferees; provided further that is registered pursuant the Company shall not be obligated to such shelf registration statement (effect a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect Takedown unless the aggregate gross proceeds in excess of $50,000,000 expected to be received from such Shelf Underwritten Offering or (b) reasonably expects to sell all the sale of the Registrable Securities held by such Holder to be included in such Shelf Underwritten Offering but Takedown, in no event for less the reasonable opinion of the Board, equals or exceeds $30,000,000; and provided further that the Company shall not, in any event, be required to effect more than $10,000,000 in aggregate gross proceeds. All requests for one Shelf Takedown pursuant to this Section 2.01(b) within any six month period. (c) In addition, if a Selling Shareholder delivers a request of a Shelf Underwritten Takedown pursuant to Section 2.01(b), the Company shall have the right to preempt such Shelf Takedown by delivering written notice (within five business days after the Company has received from the Selling Shareholder a request for such Shelf Takedown) to the Selling Shareholder of the Company's intention to do a primary offering of its Common Shares, or of securities convertible into or exchangeable for its Common Shares, and the Company shall use all commercially reasonable efforts to effect such offering within 45 days of such notice. In the event that the Company delivers such preemption notice, the Selling Shareholder may request within three business days to be included in a "marketed" offering of the Company's Common Shares. If the managing underwriter of an offering advises the Company in writing, with a copy to be provided to the Selling Shareholder that, in its view, the aggregate number of Registrable Securities to be included in such marketed offering (including any securities which the Company proposes to be included which are not Registrable Securities) exceeds the largest number of securities which can be sold without materially and adversely affecting the price or likely success of such offering (the "MAXIMUM OFFERING SIZE"), the Company will include in such marketed offering, in the priority listed below, up to the Maximum Offering Size: (A) first, all securities proposed to be offered by the Company; and (B) second, any Registrable Securities requested to be included in such offering by the Selling Shareholder. In the event that the Company delivers a preemption notice, and the Company intends to do a primary offering of its Common Shares, or of securities convertible into or exchangeable for its Common Shares, in a "block trade" or "bought" transaction, then the Selling Shareholder may not request to be included in the offering. The Company shall use all commercially reasonable efforts to effect such offering within ten business days of such preemption notice, the Company will advise the Selling Shareholder promptly when the Company's offering is completed and the Selling Shareholder's rights will be made reinstated in full, subject to the other provisions of this Agreement. (d) Upon the Company's preemption of a requested Shelf Takedown, unless the Selling Shareholder sells all the Registrable Securities that it request to sell pursuant to Section 2.01(c) hereof, such requested offering will not count as a Shelf Takedown. The Company shall not be entitled to exercise its right of preemption more than one (1) time in any six-month period, unless the Selling Shareholder elects to sell its Registrable Securities pursuant to Section 2.01(c) hereof, in which case such preemption notice will not count as an exercise of its right of preemption. (e) The Selling Shareholder requesting an offering under this Section may, at any time prior to the pricing of the Registrable Securities being offered, revoke such request, without liability to any Holders, by giving providing a written notice to the Company (the “revoking such request, in which case such request, so revoked, shall be considered a Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify unless the approximate number of Registrable Securities proposed to be sold Selling Shareholder reimburses the Company for all Registration Expenses incurred by the Company in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of connection with such Shelf Underwritten Offering. Within five Takedown, in which case such request shall not be considered a Shelf Takedown. (5f) business days after receipt of any Shelf Takedown NoticeSubject to Section 2.01(e) above, the Company shall give written notice of such requested Shelf Underwritten Offering to will pay all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations Registration Expenses in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated Takedown. (g) A Shelf Takedown requested pursuant to this Section shall not be deemed to have been effected unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective until such time as the Registrable Securities included in such registration have actually been sold thereunder; provided that if after any Shelf Takedown is requested pursuant to this Section the registration statement is interfered with by this subsection 2.1.3any stop order, subject injunction or other order or requirement of the SEC or other governmental agency or court, such a Shelf Takedown shall not be deemed to have been effected and any such Shelf Takedown shall not be included or counted in the number of Shelf Takedowns that may be requested pursuant to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company2.01 until completed.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement, but subject to time following Section 2.2.4, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, a Holder may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their the Holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement (stating the approximate number or (b) reasonably expects to sell all range of the Registrable Securities held to be included in the Public Offering), and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose. The Registrable Securities requested to be included in an Underwritten Shelf Takedown must represent an aggregate offering price of Registrable Securities that is reasonably expected to equal at least $40 million. The Holders shall be limited to no more than five Underwritten Shelf Takedowns in the aggregate by such Holder in such all Holders. (b) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than two Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Shelf Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein no later than 9:00 a.m., New York City time, on the second business day immediately following the Shelf Takedown Notice Delivery Time; it being understood that for the purposes of this Section 2.2.5, the “Shelf Takedown Notice Delivery Time” shall be deemed to be the date of delivery of such notice if it is delivered to Holders at or prior to 12:00 p.m. New York City time and shall be deemed to be the business day immediately following delivery of such notice if it is delivered to Holders after 12:00 p.m. New York City time. Subject to Section 2.2.6, any Potential Takedown Participant’s participation in an Underwritten Shelf Takedown shall be on the same terms as the Holders who made the Shelf Takedown Request. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant, except that such participation may be conditioned on the Underwritten Shelf Takedown being completed within five ten Business Days of its acceptance at a price per share (5after giving effect to any underwriters’ discounts or commissions) days after sending to such Potential Takedown Participant of not less than ninety percent (90%) of the Company closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 2.2.5 shall be determined by the Holders of a majority of the Registrable Securities offered by the Holders who made the applicable Shelf Takedown Request. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities Shelf Takedown was consummated within the preceding ninety days (unless otherwise consented to by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the CompanyBoard).

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sRequisite Investor may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten that are registered on such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. No Holder, other than a Requisite Investor, may effect a Public Offering that is registered pursuant to such shelf registration statement (this Section 3.2, except pursuant to Section 3.2.5(b) as a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or Potential Takedown Participant. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than three (3) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the initiating Requisite Investor. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if (x) a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings Shelf Takedown was consummated within the preceding ninety (90) days or (y) the value of securities by the Company with the managing Underwriter or Underwriters selected Registrable Securities proposed to be sold by the initiating Holder(sHolders is not at least the lesser of twenty-five million dollars ($25 million) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Holder’s Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following a Principal Investor’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, such Principal Investor may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than three (3) Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five two (52) days Business Days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.3.5 shall be determined by the initiating Principal Investor(s); provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.3.5. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company’s Board of Directors).

Shelf Takedown. (i) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sRequisite Investor may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten that are registered on such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. No Holder, other than a Requisite Investor, may effect a Public Offering that is registered pursuant to such shelf registration statement this Section 3.2, except pursuant to Section 3.2(e)(ii) as a Potential Takedown Participant. (ii) Promptly upon receipt of a “Shelf Underwritten Offering”) provided that such Holder(s) Takedown Request (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event more than 3 Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five 3 Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the initiating Requisite Investors. (iii) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if (x) sales were made pursuant to an underwriting agreement in a form as is customary in underwritten Demand Registration or an underwritten Piggyback Registration or an Underwritten Offerings Shelf Takedown was consummated within the preceding 90 days or (y) the value of securities by the Company with the managing Underwriter or Underwriters selected Registrable Securities proposed to be sold by the initiating Holder(s) after consultation with Holders is not at least the Company lesser of $25 million and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Holder’s Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following the effectiveness TPG Investor’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such TPG Investor may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five two (52) days Business Days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the TPG Investor; provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.2.5. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities Shelf Takedown was consummated within the preceding forty five (45) days (unless otherwise consented to by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(sCompany’s Board of Directors). (d) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order If not more than thirty (30) days prior to expedite or facilitate the disposition receipt of such Registrable Securities. In connection with any a Shelf Underwritten Offering contemplated by this subsection 2.1.3Takedown Request, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities have (i) circulated to prospective underwriters and other rights and obligations their counsel a draft of a Registration Statement for a primary offering of equity securities on behalf of the Company; (ii) solicited bids for a primary offering of shares of Common Stock; or (iii) otherwise reached an understanding with an underwriter with respect to a primary offering of shares of Common Stock, the Company and may preempt the selling stockholders as are customary Shelf Takedown Request with such primary offering by a Preemption Notice to the TPG Investor within two (2) Business Days after the Company has received the Shelf Takedown Request. The period of preemption may be up to forty five (45) days following the date of the Preemption Notice. Notwithstanding anything to the contrary herein, the Company shall not be entitled to exercise its right to preempt a Shelf Takedown Request pursuant to this Section 3.2.5(d) more than once in Underwritten Offerings any twelve (12)-month period. Notwithstanding any term of securities Section 3.2.4 or this Section 3.2.5(d), in no event may the Company exercise the rights under Sections 3.2.4 or 3.2.5(d) to cause preemption or postponement related to the Shelf Registration for more than thirty (30) consecutive days, unless written consent has been provided by the CompanyTPG Investors.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following a Principal Investor’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, such Principal Investor may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Shelf Takedown Request to effect an Underwritten Offering Shelf Takedown shall be required to be in respect of at least $25 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that is registered participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)), unless a lesser amount is then held by the Principal Investors requesting to participate in such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or offering. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than three Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 3.2.6, the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five (5) days three Business Days after sending the Company date that the Shelf Takedown Notice has been delivered. Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Block Trade Participation Conditions (as defined below), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the initiating Principal Investor(s); provided that if such Underwritten Shelf Takedown is to be completed and subject to the Block Trade Participation Conditions and subject to Section 3.2.6, each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.2.5. For any Underwritten Shelf Takedown that is not a Block Trade Offering, any Principal Investor that has requested its Registrable Securities be included in such Underwritten Shelf Takedown pursuant to this Section 3.2.5 may withdraw all or any portion of its Registrable Securities included in an Underwritten Shelf Takedown from such Underwritten Shelf Takedown at any time prior to the execution of the underwriting agreement related to such Underwritten Shelf Takedown. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities Shelf Takedown was consummated within the preceding 60 days (unless otherwise consented to by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition Board of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations Directors of the Company and the selling stockholders Company); provided, however, that if a prior Underwritten Shelf Takedown was executed as are customary in Underwritten Offerings of securities by the Companya Block Trade Offering, no such limitation shall apply.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following an Investor’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, such Investor may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Investor’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event for less more than $10,000,000 two Business Days thereafter (or such shorter period as may be reasonably requested in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the connection with an underwritten “Shelf Takedown Noticeblock trade”). Each ) for any Underwritten Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeTakedown, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities deliver a notice (the “Company a “ Shelf Takedown Notice”) andto each other Holder with Registrable Securities covered by the applicable Registration Statement, subject or to reductions consistent with all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each such Potential Takedown Participant the Pro Rata calculations opportunity to include in subsection 2.2.4, any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing. The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than 90 percent (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the participating Holders holding a majority of the Registrable Securities then held by such Holders; provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.2.5. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order preceding 90 days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. 3.2.4.1. At any time the Company has an effective Shelf Registration Statement with respect to a Major Holder’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Major Holder may make a written request (a “Shelf Takedown Request” and from time such Major Holder, the “Requesting Holder”) to time following the effectiveness Company to effect a Public Offering, including pursuant to an Underwritten Shelf Takedown, of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their such Major Holder’s Registrable Securities in an Underwritten that may be registered under such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose; provided however that the Company shall not be required to effect such a Public Offering that is registered unless such offering shall include securities with a total offering price (including any securities included pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (aSection 3.3. hereunder and before deduction of underwriting discounts or commissions) reasonably expect aggregate gross proceeds expected to exceed, in excess the aggregate, $15,000,000. 3.2.4.2. Promptly upon receipt of $50,000,000 from such a Shelf Underwritten Offering or Takedown Request (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to all Major Holders (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Registrab le Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein within three (3) Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown (i) being completed within ten (10) Business Days of its acceptance and (ii) at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than a percentage of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate, within five as specified in such Potential Takedown Participant’s request to participate in such Underwritten Shelf Takedown (5) days after sending the Company “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.4 shall be determined by the Requesting Holder. 3.2.4.3. The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following the effectiveness Principal Investor’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Principal Investor may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than three (3) Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five two (52) days Business Days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Principal Investor; provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.2.5. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company’s board of directors).

Shelf Takedown. 3.2.5.1. At any time the Company has an effective Shelf Registration Statement with respect to a Silver Lake Post-Closing Shareholder’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Silver Lake Post-Closing Shareholder may make a written request (a “Shelf Takedown Request” and from time such Silver Lake Post-Closing Shareholder, the “Requesting Holder”) to time following the effectiveness Company to effect a Public Offering, including pursuant to an Underwritten Shelf Takedown, of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their such Silver Lake Post-Closing Shareholder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. 3.2.5.2. Promptly upon receipt of a Shelf Takedown Request (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each, a “Potential Takedown Participant”); provided that, in the case of an underwritten “block trade,” the Company shall only deliver the Shelf Takedown Notice to Silver Lake Post-Closing Shareholder. Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Notwithstanding the delivery of any Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Requesting Holder. 3.2.5.3. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Shelf Takedown Request by giving written notice to the Company of its request to withdraw, prior to later of (x) the filing date of the preliminary prospectus setting forth the terms of the Public Offering on the Shelf Registration Statement and (y) the execution of any related underwriting agreement. 3.2.5.4. The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding forty-five (45) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2Section 2.3.1, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities then held by such Holder Holder(s) in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds5,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days Business Days (unless such offering is a Block Trade, then within two (2) Business Days) after receipt of any Shelf Takedown NoticeNotice (or, in the case of a Block Trade, a notice received by the Company pursuant to Section 2.5 hereof), the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4Section 2.1.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five three (53) days Business Days (or, in the case of a Block Trade, within one (1) Business Day) after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3Section 2.3.2, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this Section 2.3.2 or Section 2.1.1, a request by any Holders for a Shelf Underwritten Offering pursuant to this Section 2.3.2 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of Section 2.1.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this Section 2.3.2 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.1.4) have actually been sold in connection therewith.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following a Holder’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, Champion, or, if after the shelf registration statement required by subsection 2.1.1 or 2.1.2Distribution, any Holder(sSponsor may make a written request subject to the restrictions set forth herein (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in that may be registered under such Shelf Registration Statement; provided, however, that if the Shelf Takedown Request is for an Underwritten Offering Shelf Takedown, the aggregate offering price of all Registrable Securities of such initiating Investor, that is registered pursuant are subject to such shelf registration statement the Shelf Takedown Request must be reasonably expected to be at least $25,000,000 before any deduction of any underwriting discounts or commissions (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds or, if less than $25,000,000, be in excess respect of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in Investor), and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event for less shall such notice be given later than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice 5:00 p.m., New York City time, on the earlier of (i) the second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for the relevant Underwritten Shelf Takedown is expected to be finalized, and (ii) the second trading day prior to the date on which the pricing of the relevant Underwritten Shelf Takedown occurs) for any Underwritten Shelf Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein by 5:00 p.m., within five New York City time, on the earlier of (5x) days after sending the Company trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for the relevant Underwritten Shelf Takedown is expected to be finalized, and (y) the trading day prior to the date on which the pricing of the relevant Underwritten Shelf Takedown occurs. Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , all determinations as is customary in to whether to complete any Underwritten Offerings Shelf Takedown and as to the timing, manner, price and other terms of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3Section 3.2.5 shall be determined by Champion or, subject if after the Distribution, the Sponsor requesting the Shelf Takedown Request pursuant to Section 3.4 and Article IV3.2.5(a). (c) Notwithstanding Section 3.2.5(a), the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of not be obligated to take any action to effect any Underwritten Shelf Takedown if an Underwritten Shelf Takedown was consummated within the Company and the selling stockholders as are customary in Underwritten Offerings of securities preceding ninety (90) days (unless otherwise consented to by the Company).

Shelf Takedown. At (a) Subject to any applicable restrictions on transfer in this Agreement or otherwise, at any time and from time during the Shelf Period (subject to time following any Suspension Period), by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sPreferred Investor or Preferred Investors holding Registrable Securities that, in the aggregate, have market value in excess of $200 million (each such Preferred Investor, a “Takedown Requesting Investor”) may make a written request (a “Shelf Takedown Request”) to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering or (b) reasonably expects to sell all Registration Statement, which request shall state the number of the Registrable Securities held by such Holder to be included in such Public Offering, and as soon as reasonably practicable, the Company shall, subject to the other applicable provisions of this Agreement, amend or supplement the Shelf Registration Statement as necessary for such purpose; provided that the Company shall not be obligated to effect more than one Shelf Takedown Request during any 12-month period or more than two Shelf Takedown Requests during the Shelf Period, and the Company shall not be obligated to effect any Underwritten Offering Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) thereof, is less than $200 million. (b) Subject to any applicable restrictions on transfer in this Agreement or otherwise, promptly upon receipt of a Shelf Takedown Request (but in no event for less more than $10,000,000 five Business Days thereafter (or such shorter period as may be reasonably requested in aggregate gross proceeds. All requests for a connection with an underwritten “block trade”)) specifying an Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each Preferred Investor with Registrable Securities covered by the applicable Shelf Registration Statement (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in such requested Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andThe Company, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4Section 6.2(c) below, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than such percentage specified by such Potential Takedown Participant) of the closing price for the Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable) and Section 6.2(c) and Section 6.2(d) below, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 6.2(b) shall be determined by the Takedown Requesting Investors. (c) If the managing underwriter(s) for a requested Underwritten Shelf Takedown advise the Company and the Takedown Requesting Investors that in their reasonable view the number of Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Takedown Requesting Investors (the “Maximum Offering Size”), then the Company shall so advise any Potential Takedown Participant electing to participate in such Underwritten Shelf Takedown, and shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold, allocated, if necessary for the offering not to exceed the Maximum Offering Size. The number of Registrable Securities included in such Underwritten Shelf Takedown will be allocated among the Potential Takedown Participants as follows: (i) first, each Potential Takedown Participant shall be allocated an amount equal to the lesser of (x) the Maximum Offering Size multiplied by a fraction, the numerator of which is the number of Registrable Securities then held by each Potential Takedown Participant and the denominator of which is the aggregate number of Registrable Securities then held by all Potential Takedown Participants and (y) the number of Registrable Securities requested to be included by such Potential Takedown Participant in the offering; and (ii) second, to the extent that the Maximum Offering Size is not fully allocated pursuant to clause (i), the excess of (x) the Maximum Offering Size over (y) the amount allocated pursuant to clause (i) (the “Remaining Securities”) shall be allocated among any Potential Takedown Participant whose allocation pursuant to clause (i) is less than the number of Registrable Securities requested to be included in such offering by such Potential Takedown Participant (each, a “Cutback Participant”) such that each Cutback Participant shall be entitled to include pursuant to this clause (ii), the lesser of (x) the Remaining Securities multiplied by a fraction, the numerator of which is the number of Registrable Securities then held by each Cutback Participant and the denominator of which is the aggregate number of Registrable Securities then held by all Cutback Participants and (y) the number of Registrable Securities requested to be included by such Cutback Participant in the offering. If any portion of the Maximum Offering Size remains unallocated, the procedure in this clause (ii) shall be recursively repeated until all Registrable Securities up to the Maximum Offering Size have been allocated. (d) The Takedown Requesting Investor shall have the right to select the investment banker(s) and manager(s) (which shall consist of one or more reputable nationally recognized investment banks, subject to the Company’s approval, not to be unreasonably withheld, and which shall be represented by underwriters’ counsel acceptable to the Company in its sole discretion) to administer any Underwritten Shelf Takedown and one firm of counsel to represent all of the participating holders of Registrable Securities, including the Takedown Requesting Investors and any Potential Takedown Participants electing to participate in such Underwritten Shelf Takedown (along with any reasonably necessary local counsel), in connection with such Underwritten Shelf Takedown. The Company shall and any Potential Takedown Participant participating in an Underwritten Shelf Takedown will enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter underwriter or Underwriters underwriters selected for such offering. The Company shall be permitted to include in any Underwritten Shelf Takedown pursuant to this Section 6.2 any securities that are not Registrable Securities with the prior written consent of the Takedown Requesting Investors (not to be unreasonably withheld). In the event that the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten in such Underwritten Shelf Takedown, the managing underwriter may limit the number of shares proposed to be included in such Underwritten Shelf Takedown by (i) first including the Registrable Securities requested by the initiating Holder(s) after consultation with Takedown Requesting Investor to be included in the Company Underwritten Shelf Takedown and shall take all (ii), thereafter, including such other reasonable actions additional securities as are requested by the Company to be included (subject to the consent of the Requesting Investors pursuant to the immediately preceding sentence, not to be unreasonably withheld) in such Underwritten Shelf Takedown as the managing Underwriter or Underwriters underwriter in order its reasonable discretion determines are able to expedite or facilitate the disposition of such Registrable Securities. In be marketed and sold in connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary Registrable Securities in Underwritten Offerings of securities by the Companyclause (i).

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sRequisite Investor may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten that are registered on such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. No Holder, other than a Requisite Investor, may effect a Public Offering that is registered pursuant to such shelf registration statement (this Section 3.2, except pursuant to Section 3.2.5(b) as a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or Potential Takedown Participant. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than three Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the initiating Requisite Investors. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Companypreceding 90 days.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities held by the effectiveness Intel Investor, the TPG Investor or the TB Investor, by notice to the Company specifying the intended method or methods of disposition thereof, such Holder may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Underwritten Shelf Takedown Request shall be required to be in an Underwritten Offering respect of at least $100 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that is registered participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)), unless a lesser amount is then held by the Holders requesting to participate in such shelf registration statement (a “Shelf Underwritten Offering”) provided that offering, in which case such Holder(s) (a) reasonably expect aggregate gross proceeds request may only be made in excess respect of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Holders. (b) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than one Business Day thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 3.2.6, the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five two Business Days after the date that the Shelf Takedown Notice has been delivered to such Holder (5or within one Business Day after the date that the Shelf Takedown Notice has been delivered to such Holder if such notice relates to a Block Trade Offering). Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Underwritten Shelf Takedown being completed within ten (10) days Business Days of its acceptance at a price per share (after sending giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than 90% (or such lesser percentage specified by such Potential Takedown Participant in writing) of the Company closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions in any Block Trade Offering, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price, size and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Intel Investor, the TPG Investor and the TB Investor, so long as each such Holder is participating in such Underwritten Shelf Takedown. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown (i) if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities Shelf Takedown was consummated within the preceding 90 days (unless otherwise consented to by the Company with Board of Directors of the managing Underwriter Company) or Underwriters selected by the initiating Holder(s(ii) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, Takedown Request at the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations request of the Company and TB Investor if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated at the selling stockholders as are customary in Underwritten Offerings request of securities by the CompanyTB Investor within the preceding twelve (12) months.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection Section 2.1.1 or 2.1.2, any one or more Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement statement, including a Block Trade if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 100,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five Except with respect to a Block Trade requested pursuant to Section 2.5, within ten (510) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five ten (510) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection Section 2.1.3, subject to Section 3.4 3.5 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. (i) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following a Holder’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, a Sponsor may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request Company to sell effect a Public Offering of all or a portion of their such Sponsor’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered or will be covered by such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall promptly amend or supplement the Shelf Registration Statement for such purpose. (bii) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in writing. The Company shall include in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of Takedown all such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days after sending the date that the Shelf Takedown Notice has been delivered. If a Holder does not deliver a notice to the Company within three (3) Business Days after the date that the Shelf Takedown Notice has been delivered to such Holder, such Holder shall be deemed to have irrevocably waived any and all rights under this Section 2.02(f) with respect to such Registration (but not with respect to future Registrations in accordance with this Section 2.02(f)). Any Potential Takedown Participant’s request to participate in a Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , but subject to the Participation Conditions (to the extent applicable), all determinations as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with whether to complete any Shelf Underwritten Offering Takedown and as to the timing, manner, price and other terms of any Shelf Takedown contemplated by this subsection 2.1.3Section 2.02(f)(ii) shall be determined by the Sponsors, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter use its reasonable best efforts to cause any Shelf Takedown to occur as promptly as practicable; provided that if such Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion (as defined below) shall contain be included in such representations, covenants, indemnities and other rights and obligations Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 2.02(f)(ii). “Pro Rata Portion” means a number of shares equal to the aggregate number of Registrable Securities to be sold in a Public Offering (excluding any shares to be registered or sold for the account of the Company Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held by such Holder at the time of the Public Offering, and the selling stockholders as are customary denominator of which is the aggregate number of Registrable Securities held by all Holders at the time of the Public Offering requesting that their Registrable Securities be sold in Underwritten Offerings of securities by the Companysuch Public Offering.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (other than a Block Trade, in which only the Demanding Holder shall be entitled to participate), within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this subsection 2.1.3 or subsection 2.2.1, a request by any Existing Holder(s) or New Holder(s) for a Shelf Underwritten Offering pursuant to this subsection 2.1.3 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of subsection 2.2.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this subsection 2.2.1 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.2.4) have actually been sold in connection therewith.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities held by the effectiveness TPG Investor, by notice to the Company specifying the intended method or methods of disposition thereof, the shelf registration statement required by subsection 2.1.1 or 2.1.2TPG Investor may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their the TPG Investor’s Registrable Securities in that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Shelf Takedown Request to effect an Underwritten Offering Shelf Takedown shall be required to be in respect of at least $100 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that is registered participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)), unless a lesser amount is then held by the Holders requesting to participate in such shelf registration statement (a “Shelf Underwritten Offering”) provided that offering, in which case such Holder(s) (a) reasonably expect aggregate gross proceeds request may only be made in excess respect of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Holders. (b) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than one Business Day thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 3.2.6, the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five two Business Days after the date that the Shelf Takedown Notice has been delivered to such Holder (5or within one Business Day after the date that the Shelf Takedown Notice has been delivered to such Holder if such notice relates to a Block Trade Offering). Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Underwritten Shelf Takedown being completed within ten Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) days after sending to such Potential Takedown Participant of not less than 90% (or such lesser percentage specified by such Potential Takedown Participant in writing) of the Company closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions in any Block Trade Offering, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price, size and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the TPG Investor. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities Shelf Takedown was consummated within the preceding 90 days (unless otherwise consented to by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition Board of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations Directors of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sC-Corp LLC Owner Parent may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten that are registered on such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. No Holder, other than a C-Corp LLC Owner Parent, may effect a Public Offering that is registered pursuant to such shelf registration statement (this Section 3.3, except pursuant to Section 3.3.5(b) as a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or Potential Takedown Participant. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than 90 percent (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.3.5 shall be determined by the initiating C-Corp LLC Owner Parents. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if (a) a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings Shelf Takedown was consummated within the preceding 90 days or (b) the value of securities by the Company with the managing Underwriter or Underwriters selected Registrable Securities proposed to be sold by the initiating Holder(s) after consultation with Holders is not at least the Company lesser of $10,000,000 and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Holder’s Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The Legacy Airspan Holders, on the one hand, and the Sponsor Holders, on the other hand, may each demand not more than two (2) Shelf Underwritten Offerings of securities by the Companypursuant to this subsection 2.1.3 in any twelve (12)-month period.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following a Principal Investor’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, such Principal Investor may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Underwritten Shelf Takedown Request shall be required to be in an Underwritten Offering respect of at least $25 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that is registered participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)), unless a lesser amount is then held by the Principal Investors requesting to participate in such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or offering. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than three Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 3.2.6, the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three Business Days after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown in connection with a proposed Block Trade Offering shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (5after giving effect to any underwriters’ discounts or commissions) days after sending to such Potential Takedown Participant of not less than 90% (or such lesser percentage specified by such Potential Takedown Participant in writing) of the Company closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions in any Block Trade Offering, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the initiating Principal Investor(s); provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions in any Block Trade Offering, each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.2.5. For any Underwritten Shelf Takedown that is not a Block Trade Offering, any Principal Investor that has requested its Registrable Securities be included in such Underwritten Shelf Takedown pursuant to this Section 3.2.5 may withdraw all or any portion of its Registrable Securities included in an Underwritten Shelf Takedown from such Underwritten Shelf Takedown at any time prior to the execution of the underwriting agreement related to such Underwritten Shelf Takedown. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities Shelf Takedown was consummated within the preceding 60 days (unless otherwise consented to by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition Board of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations Directors of the Company and the selling stockholders Company); provided, however, that if a prior Underwritten Shelf Takedown was executed as are customary in Underwritten Offerings of securities by the Companya Block Trade Offering, no such limitation shall apply.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.3.1 or 2.1.22.3.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 35,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Underwritten Offering Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Underwritten Shelf Underwritten Offering Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The Legacy Jam City Holders, on the one hand, and the Sponsor Holders, on the other hand, may each demand not more than two (2) Shelf Underwritten Offerings of securities by the Companypursuant to this subsection 2.1.3 in any twelve (12)-month period.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following the effectiveness Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holders may make a written request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten OfferingTakedown Request”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, off of such Shelf Registration Statement (the a “Shelf Takedown NoticeTakedown”). Each Shelf Takedown Notice shall specify the approximate , of an aggregate number of Registrable Securities proposed equaling at least the Threshold Amount (subject to be sold the limitations on Transfer in Section 3.4.2 of C-12 this Agreement), and the Company shall promptly amend or supplement the Shelf Registration Statement for such purpose. (b) The Company shall not be obligated to take any action to effect more than two (2) Underwritten Offering and Shelf Takedowns pursuant to this Section 3.2 in any consecutive twelve (12) month period; provided, however, there shall be no limit to the expected price range (net number of underwriting discounts and commissions) of Shelf Takedowns available to the Holders, so long as such Shelf Takedowns do not constitute Underwritten OfferingShelf Takedowns. Within five (5) business days after receipt of any Shelf Takedown NoticeIn addition, the Company shall give written notice of such requested Shelf not be obligated to take any action to effect any Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) anddays (unless otherwise consented to by the Board of Directors). (c) The Company may preempt a Shelf Takedown Request in order to conduct an Underwritten Public Offering of its Common Stock for its own account (and/or, subject at the Company’s sole discretion, for the account or accounts of any or all of the Holders) by a Preemption Notice to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, Holders within five (5) days Business Days after sending the Company has received the Shelf Takedown NoticeRequest. The Company Shelf Takedown Request shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities be automatically withdrawn by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all will not count as a Shelf Takedown; provided, however, that if such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition Underwritten Public Offering of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3its Common Stock for its own account is not completed, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter promptly recommence such withdrawn Shelf Takedown, unless advised otherwise by the Holders. The period of preemption shall contain such representations, covenants, indemnities and other rights and obligations not exceed sixty (60) days following the date of the Preemption Notice. Notwithstanding anything to the contrary herein, the Company and the selling stockholders as are customary shall not be entitled to exercise its right to preempt a Shelf Takedown Request pursuant to this Section 3.2.4(c) more than once in Underwritten Offerings of securities by the Companyany consecutive twelve (12)-month period.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 75,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 40,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The P3 Holders, may demand not more than three (3)Shelf Underwritten Offerings of securities by the Companypursuant to this subsection 2.1.3 in any twelve (12)-month period. The Sponsor Holders may demand not more than two (2) Shelf Underwritten Offerings pursuant to this subsection 2.1.3 in any twelve (12)-month period.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.3.1 or 2.1.22.3.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) ); provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days Business Days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in provisions of subsection 2.2.42.1.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.32.3.3, subject to Section 3.4 subsection 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this subsection 2.1.3 or subsection 2.2.1, a request by any Existing Holder(s) or New Holder(s) for a Shelf Underwritten Offering pursuant to this subsection 2.1.3 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of subsection 2.2.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this subsection 2.2.1 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.2.4) have actually been sold in connection therewith.

Shelf Takedown. At (1) An offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”) may be initiated at any time and from time (subject to time following Section 7(b)), by notice to Dynegy specifying the effectiveness intended method or methods of disposition thereof, by written request of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sHolder (a “Shelf Takedown Request”) may request to sell Dynegy to effect a public offering of all or a portion of their the Holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement. As soon as practicable after the receipt of a Shelf Takedown Request, Dynegy shall amend or supplement the Shelf Registration Statement, if necessary, for such purpose and shall within ten (b10) reasonably expects Business Days of the receipt of a Shelf Takedown Request, subject to sell the compliance by the applicable Holders of their obligations under this Agreement file a prospectus supplement in respect of the Shelf Registration covering all of the Registrable Securities held by such Holder that the Holders in such Shelf writing request; provided that Dynegy shall have no obligation to effect any Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify unless the approximate number amount of Registrable Securities proposed to be sold included in the Shelf Underwritten Offering and Takedown Request have an aggregate value of at least $25 million based on the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition VWAP of such Registrable Securities. In connection with any Securities as of the date of the Shelf Takedown Request. (2) If the Holder elects by request to Dynegy, a Shelf Takedown shall be in the form of an Underwritten Offering contemplated by this subsection 2.1.3, subject to (an “Underwritten Shelf Takedown”) in which case Section 3.4 3(k) shall apply and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations Underwritten Shelf Takedown will constitute an Underwritten Offering for purposes of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the CompanySection 2(b)(iii).

Shelf Takedown. (i) At any time and from time after a Registration Statement has been declared effective, by notice to time following the effectiveness Company specifying the intended method or methods of disposition thereof, a majority in interest of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sFluent Sellers (the “Fluent Majority”) may make a written request (a “Shelf Takedown Request”) to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their the Fluent Sellers’ Registrable Securities in an Underwritten Offering that is may be registered pursuant to under such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering Registration Statement, and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Noticeas soon as practicable, the Company shall give written notice of amend or supplement the Registration Statement as necessary for such requested Shelf purpose. Subject to Section 2(d)(ii), all determinations as to whether to complete any Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andand as to the timing, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4manner, shall include in such Shelf price and other terms of any Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Noticeshall be determined by the Representative and the participating Fluent Sellers. The In connection with any Underwritten Shelf Takedown, the Company shall enter into an underwriting agreement in a form as is such customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company agreements and shall take all such other reasonable actions (including causing the senior executive officers of the Company to participate in customary “road show” presentations) as are requested by the Representative, the participating Fluent Sellers or the managing Underwriter underwriter or Underwriters underwriters may reasonably request in order to expedite or facilitate the registration and disposition of such the Registrable Securities. In connection with The Representative shall appoint the underwriters participating in any Underwritten Shelf Underwritten Offering contemplated by this subsection 2.1.3Takedown, subject to Section 3.4 and Article IVthe Company’s consent, such consent not to be unreasonably withheld. (ii) Notwithstanding the underwriting agreement into which each Holder and foregoing, the Company shall enter shall contain such representationsnot be obligated to effect an Underwritten Shelf Takedown pursuant to Section 2(d)(i): (1) during the period starting with the date thirty (30) days prior to the Company’s estimated date of filing of, covenantsand ending on a date sixty (60) days following the effective date of, indemnities and other rights and obligations a registration statement pertaining to an underwritten Public Offering of securities for the account of the Company; provided, that the Company notifies the Fluent Seller initiating the Shelf Takedown Request in writing of such registration and underwriting within ten (10) days following such Shelf Takedown Request and is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and that the selling stockholders as are customary Company’s estimate of the date of filing such registration statement is made in good faith. (2) if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities pursuant to the requested Underwritten Offerings of securities Shelf Takedown would reasonably be expected to have a material adverse effect on any proposal or plan being actively pursued at the time by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of MNPI not otherwise required to be disclosed under applicable law at the time of the requested Underwritten Shelf Takedown, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction (any of the foregoing, a “Suspension Event”). If the Company wishes to suspend its obligation to effect an Underwritten Shelf Takedown due to a Suspension Event, the Company may postpone, for up to 60 days from the date of the applicable Shelf Takedown Request, the Underwritten Shelf Takedown requested pursuant to such Shelf Takedown Request by providing written notice to the Fluent Sellers. (3) The Company shall not be permitted to defer its obligations with respect to a requested Underwritten Shelf Takedown pursuant to this Section 2(d)(ii) more than once in any twelve (12) month period.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sHolder or Holders (the “Shelf Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 [●] from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds[●]. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to a Block Trade requested pursuant to Section 2.5, within five (5) business days Business Days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (the “Shelf Requesting Holders”), within five (5) days Business Days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are reasonably requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders shareholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 [50,000,000] from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this subsection 2.1.3 or subsection 2.2.1, a request by any Existing Holder(s) or New Holder(s) for a Shelf Underwritten Offering pursuant to this subsection 2.1.3 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of subsection 2.2.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this subsection 2.2.1 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.2.4) have actually been sold in connection therewith.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect expects aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeNotice (or within one (1) business day with respect to a request for a Block Trade), the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, within one (1) business day after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Lock-Up Period or the Private Placement Lock-Up Period, as applicable, within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following after a Shelf has been declared effective by the effectiveness of Commission, the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Sponsor may request to sell all or a any portion of their its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement the Shelf (a each, an “Underwritten Shelf Underwritten OfferingTakedown”) ); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such Holder(s) offering shall include securities with a total offering price (aincluding piggyback securities and before deduction of underwriting discounts) reasonably expect aggregate gross proceeds expected to exceed, in excess of the aggregate, $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Underwritten Shelf Underwritten Offering Takedowns shall be made by giving written notice to the Company (at least 48 hours prior to the “public announcement of such Underwritten Shelf Takedown Notice”). Each Shelf Takedown Notice Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown NoticeTakedown. The Company shall enter into an underwriting agreement include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a form as is customary in Underwritten Offerings of securities by “Takedown Requesting Holder”) at least 24 hours prior to the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition public announcement of such Registrable SecuritiesUnderwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

Shelf Takedown. 3.2.5.1. At any time PubCo has an effective Shelf Registration Statement with respect to a Holder’s Registrable Securities, by notice to PubCo specifying the intended method or methods of disposition thereof, such Holder may make a written request (a “Shelf Takedown Request” and from time such Holder, the “Requesting Holder”) to time following the effectiveness PubCo to effect a Public Offering, including pursuant to an Underwritten Shelf Takedown, of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable PubCo shall amend or supplement the Shelf Registration Statement as necessary for such purpose. 3.2.5.2. Promptly upon receipt of a Shelf Takedown Request (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for any Underwritten Shelf Takedown, PubCo shall deliver a Shelf Underwritten Offering shall be made by giving written notice to the Company (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in writing. PubCo shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which PubCo has received written requests for inclusion therein within three (3) Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Offering and Shelf Takedown shall be binding on the expected Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price range per share (net of underwriting after giving effect to any underwriters’ discounts and or commissions) to such Potential Takedown Participant of not less than a percentage of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate, as specified in such Potential Takedown Participant’s request to participate in such Underwritten Shelf Underwritten OfferingTakedown (the “Participation Conditions”). Within five (5) business days after receipt Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Company shall give written notice of such requested Shelf Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andand as to the timing, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4manner, shall include in such Shelf price and other terms of any Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company 3.2.5 shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities be determined by the CompanyRequesting Holder. 3.2.5.3. PubCo shall not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by PubCo).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sHolder or Holders (the “Shelf Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect expects aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds15,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (the “Shelf Requesting Holders”), within five (5) business days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are reasonably requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. (i) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following Shares held by any Stockholder, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, the shelf registration statement required by subsection 2.1.1 or 2.1.2Majority Stockholders may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their Registrable Securities in such Stockholders’ Shares that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement such Shelf Registration Statement for such purpose; provided that any Shelf Takedown Request to effect an Underwritten Offering Shelf Takedown shall be required to be in respect of at least $3 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Stockholder that is registered participates in such offering after delivering a written notice pursuant to Section 3.2(e)(ii)), unless a lesser amount is then held by the Stockholders requesting to participate in such shelf registration statement (a “Shelf Underwritten Offering”) provided that offering, in which case such Holder(s) (a) reasonably expect aggregate gross proceeds request may only be made in excess respect of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities Shares held by such Holder in such Stockholders. (ii) Promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than one Business Day thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Stockholder with Shares covered by the applicable Registration Statement, or to all other Stockholders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed its, his or her Shares as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 3.2(f), the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein, therein within five two Business Days after the date that the Shelf Takedown Notice has been delivered to such Stockholder (5or within one Business Day after the date that the Shelf Takedown Notice has been delivered to such Stockholder if such notice relates to a Block Trade Offering). Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Underwritten Shelf Takedown being completed within ten Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) days after sending to such Potential Takedown Participant of not less than 90% (or such lesser percentage specified by such Potential Takedown Participant in writing) of the Company closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement , but subject to the Participation Conditions in a form any Block Trade Offering, all determinations as is customary in to whether to complete any Underwritten Offerings Shelf Takedown and as to the timing, manner, price, size and other terms of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company 3.2 shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities be determined by the CompanyMajority Stockholders that have requested their Shares to be included in such Underwritten Shelf Takedown.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.3.1 or 2.1.22.3.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 15,000,000 from such Underwritten Shelf Underwritten Offering or Takedown (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such “Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsThreshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five three (53) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Underwritten Offering Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.42.1.5, shall include in such Underwritten Shelf Underwritten Offering Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade or an Other Coordinated Offering, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.3.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.2.1 or 2.1.22.2.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Underwritten Shelf Underwritten OfferingTakedown”) provided ); provided, that such Holder(s) (a) reasonably expect expects aggregate gross proceeds in excess of $50,000,000 35,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Underwritten Offering Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.42.1.4, shall include in such Underwritten Shelf Underwritten Offering Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with mutual agreement between the Company and a majority of the Holders who delivered a Shelf Takedown Notice (provided, that if such majority Holders shall have proposed two (2) Underwriters and the Company shall have rejected both such Underwriters, then such majority Holders shall be entitled to select the Underwriter) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.2.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. (a) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following the effectiveness Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holders may make a written request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten OfferingTakedown Request”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, off of such Shelf Registration Statement (the a “Shelf Takedown NoticeTakedown”). Each Shelf Takedown Notice shall specify the approximate , of an aggregate number of Registrable Securities proposed equaling at least the Threshold Amount (subject to be sold the limitations on Transfer in Section 3.4.2 of this Agreement), and the Company shall promptly amend or supplement the Shelf Registration Statement for such purpose. (b) The Company shall not be obligated to take any action to effect more than two (2) Underwritten Offering and Shelf Takedowns pursuant to this Section 3.2 in any consecutive twelve (12) month period; provided, however, there shall be no limit to the expected price range (net number of underwriting discounts and commissions) of Shelf Takedowns available to the Holders, so long as such Shelf Takedowns do not constitute Underwritten OfferingShelf Takedowns. Within five (5) business days after receipt of any Shelf Takedown NoticeIn addition, the Company shall give written notice of such requested Shelf not be obligated to take any action to effect any Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) anddays (unless otherwise consented to by the Board of Directors). (c) The Company may preempt a Shelf Takedown Request in order to conduct an Underwritten Public Offering of its Common Stock for its own account (and/or, subject at the Company’s sole discretion, for the account or accounts of any or all of the Holders) by a Preemption Notice to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, Holders within five (5) days Business Days after sending the Company has received the Shelf Takedown NoticeRequest. The Company Shelf Takedown Request shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities be automatically withdrawn by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all will not count as a Shelf Takedown; provided, however, that if such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition Underwritten Public Offering of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3its Common Stock for its own account is not completed, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter promptly recommence such withdrawn Shelf Takedown, unless advised otherwise by the Holders. The period of preemption shall contain such representations, covenants, indemnities and other rights and obligations not exceed sixty (60) days following the date of the Preemption Notice. Notwithstanding anything to the contrary herein, the Company and the selling stockholders as are customary shall not be entitled to exercise its right to preempt a Shelf Takedown Request pursuant to this Section 3.2.4(c) more than once in Underwritten Offerings of securities by the Companyany consecutive twelve (12)-month period.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 75,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 40,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The P3 Holders, may demand not more than three (3)Shelf Underwritten Offerings of securities by the Companypursuant to this subsection 2.1.3 in any twelve (12)-month period. The Sponsor Holders may demand not more than two (2) Shelf Underwritten Offerings pursuant to this subsection 2.1.3 in any twelve (12)-month period.

Shelf Takedown. (i) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following a Holder’s Registrable Securities, such Holder may make a written request (which request shall specify the effectiveness intended method of disposition thereof) (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a public offering, any Holder(s) may request to sell of all or a portion of their such Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and the Company shall, as soon as practicable, but in an Underwritten Offering that is registered pursuant to no event, later than fifth (5th) day after receipt of such shelf registration statement Shelf Takedown Request, file a prospectus supplement (a “Shelf Underwritten OfferingTakedown Prospectus Supplement”) provided for such purpose. Any Holder or group of Holders entitled to a Shelf Takedown Request pursuant to this Section 2(d)(i) may request that that any such Holder(s) public offering be conducted as an underwritten public offering (a) reasonably expect an “Underwritten Shelf Takedown”), but only if the aggregate gross proceeds in excess from the sale of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such offering is expected to exceed $10 million. (ii) Except in connection with an underwritten, overnight “block trade,” promptly upon receipt of a Shelf Underwritten Offering Takedown Request (but in no event more than three (3) Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders that, to its knowledge, hold at least 0.5% of the Company Common Shares then outstanding, if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Registrable Securities of each Holder (such Holders, together with the Holder requesting such Shelf Underwritten Offering all Registrable Securities Takedown Prospectus Supplement, the “Shelf Takedown Selling Shareholders”) with respect to which the Company has received written requests for inclusion therein, therein within five two (52) days Business Days after sending the Company date that the Shelf Takedown NoticeNotice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance. (iii) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company with Company’s Board of Directors). (iv) Subject to the limitations of Section 2(d)(i), the determination of whether any offering of Registrable Securities pursuant to a Shelf Registration Statement or a Shelf Takedown Prospectus Supplement will be an underwritten offering shall be made in the sole discretion of the Holders of a majority of the Registrable Securities included in such offering, and the Holders of such majority shall have the right to (i) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company) and (iii) select one firm of counsel to represent all of Holders. Notwithstanding any other provision of this Section 2(d), if the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of underwriter advises the Company and the selling stockholders as are customary Shelf Takedown Selling Shareholders that, in Underwritten Offerings such underwriter’s opinion, the amount of Registrable Securities requested to be included in such offering exceeds the amount which can be sold in (or during the time of) such offering within the proposed price range without materially adversely affecting the distribution of the Registrable Securities being offered, then the Company shall so advise all such Holders, and will include in such offering, prior to the inclusion of any other securities on behalf of the Company or any other person that may have piggyback registration rights, the maximum number of Registrable Securities held by the CompanyShelf Takedown Selling Shareholders that the Company and the Shelf Takedown Selling Shareholders are so advised can be sold in (or during the time of) such Underwritten Shelf Takedown, allocated on a pro rata basis among such Shelf Takedown Selling Shareholders based on the number of Registrable Securities held by each such Holder.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement (i) with respect to time following a Holder’s Registrable Securities, (ii) when the effectiveness Company is a WKSI or (iii) in connection with any Shelf Registration Demand, by notice to the Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sInvestor may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering (a “Shelf Takedown”), including an Underwritten Shelf Takedown, of all or a portion of their such Investor’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, subject to Section 3.2.4(b) and Section 3.2.5 hereof, and, as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in writing. The Company shall include in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of Takedown all such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an underwritten block trade shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the underwritten block trade being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.4 shall be determined by the participating Investors. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration was declared effective or an underwriting agreement in Underwritten Shelf Takedown pursuant to a form as is customary in Underwritten Offerings of securities by Shelf Takedown Request was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding sixty (60) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection Section 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to a Block Trade requested pursuant to Section 2.5, within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection Section 2.1.3, subject to Section 3.4 3.5 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following a Holder’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, each Holder may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five (5) days Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Notwithstanding the delivery of any Shelf Takedown Notice. , all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Holders of a majority of the Registrable Securities proposed to be sold in such Underwritten Shelf Takedown. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. (a) The Company shall file with the SEC an automatic shelf registration statement pursuant to Rule 415 on Form S-3 (a “Shelf Registration Statement”) and shall cause such Shelf Registration Statement to become effective by August 1, 2006. The Company shall use reasonable efforts to cause such Shelf Registration Statement to remain effective for so long as the Common Shares purchased by the Shareholders constitute Registrable Securities. (b) At any time and from time to time following after August 1, 2006, if the effectiveness Company shall receive a written request by a Holder (such requesting Holder, a “Selling Shareholder”) that the Company effect the offering under the Securities Act of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their such Selling Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall use its best efforts to effect an offering of such Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten OfferingTakedown”) so as to permit the disposition of such Registrable Securities in accordance with the intended methods thereof as aforesaid; provided that, subject to Section 2.01(g) hereof, the Company shall not be obligated to effect more than four Shelf Takedowns for the Shareholders and their Permitted Transferees; provided further that such Holder(s) (a) reasonably expect the Company shall not be obligated to effect a Shelf Takedown unless the aggregate gross proceeds in excess of $50,000,000 expected to be received from such Shelf Underwritten Offering or (b) reasonably expects to sell all the sale of the Registrable Securities held by such Holder to be included in such Shelf Underwritten Offering but Takedown, in no event for less the reasonable opinion of the Board, equals or exceeds $30,000,000; and provided further that the Company shall not, in any event, be required to effect more than $10,000,000 in aggregate gross proceeds. All requests for one Shelf Takedown pursuant to this Section 2.01(b) within any six month period. (c) In addition, if a Selling Shareholder delivers a request of a Shelf Underwritten Takedown pursuant to Section 2.01(b), the Company shall have the right to preempt such Shelf Takedown by delivering written notice (within five business days after the Company has received from the Selling Shareholder a request for such Shelf Takedown) to the Selling Shareholder of the Company’s intention to do a primary offering of its Common Shares, or of securities convertible into or exchangeable for its Common Shares, and the Company shall use all commercially reasonable efforts to effect such offering within 45 days of such notice. In the event that the Company delivers such preemption notice, the Selling Shareholder may request within three business days to be included in a “marketed” offering of the Company’s Common Shares. If the managing underwriter of an offering advises the Company in writing, with a copy to be provided to the Selling Shareholder that, in its view, the aggregate number of Registrable Securities to be included in such marketed offering (including any securities which the Company proposes to be included which are not Registrable Securities) exceeds the largest number of securities which can be sold without materially and adversely affecting the price or likely success of such offering (the “Maximum Offering Size”), the Company will include in such marketed offering, in the priority listed below, up to the Maximum Offering Size: (A) first, all securities proposed to be offered by the Company; and (B) second, any Registrable Securities requested to be included in such offering by the Selling Shareholder. In the event that the Company delivers a preemption notice, and the Company intends to do a primary offering of its Common Shares, or of securities convertible into or exchangeable for its Common Shares, in a “block trade” or “bought” transaction, then the Selling Shareholder may not request to be included in the offering. The Company shall use all commercially reasonable efforts to effect such offering within ten business days of such preemption notice, the Company will advise the Selling Shareholder promptly when the Company’s offering is completed and the Selling Shareholder’s rights will be made reinstated in full, subject to the other provisions of this Agreement. (d) Upon the Company’s preemption of a requested Shelf Takedown, unless the Selling Shareholder sells all the Registrable Securities that it request to sell pursuant to Section 2.01(c) hereof, such requested offering will not count as a Shelf Takedown. The Company shall not be entitled to exercise its right of preemption more than one (1) time in any six-month period, unless the Selling Shareholder elects to sell its Registrable Securities pursuant to Section 2.01(c) hereof, in which case such preemption notice will not count as an exercise of its right of preemption. (e) The Selling Shareholder requesting an offering under this Section may, at any time prior to the pricing of the Registrable Securities being offered, revoke such request, without liability to any Holders, by giving providing a written notice to the Company (the “revoking such request, in which case such request, so revoked, shall be considered a Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify unless the approximate number of Registrable Securities proposed to be sold Selling Shareholder reimburses the Company for all Registration Expenses incurred by the Company in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of connection with such Shelf Underwritten Offering. Within five Takedown, in which case such request shall not be considered a Shelf Takedown. (5f) business days after receipt of any Shelf Takedown NoticeSubject to Section 2.01(e) above, the Company shall give written notice of such requested Shelf Underwritten Offering to will pay all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations Registration Expenses in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated Takedown. (g) A Shelf Takedown requested pursuant to this Section shall not be deemed to have been effected unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective until such time as the Registrable Securities included in such registration have actually been sold thereunder; provided that if after any Shelf Takedown is requested pursuant to this Section the registration statement is interfered with by this subsection 2.1.3any stop order, subject injunction or other order or requirement of the SEC or other governmental agency or court, such a Shelf Takedown shall not be deemed to have been effected and any such Shelf Takedown shall not be included or counted in the number of Shelf Takedowns that may be requested pursuant to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company2.01 until completed.

Shelf Takedown. 3.2.5.1. At any time the Company has an effective Shelf Registration Statement with respect to a Sponsor Holder’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Sponsor Holder may make a written request (a “Shelf Takedown Request” and from time such Sponsor Holder, the “Requesting Holder”) to time following the effectiveness Company to effect a Public Offering, including pursuant to an Underwritten Shelf Takedown, of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their such Sponsor Holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. 3.2.5.2. Promptly upon receipt of a Shelf Takedown Request (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Sponsor Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Sponsor Holders if such Registration Statement is undesignated (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein within three (3) Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than a percentage of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate, within five as specified in such Potential Takedown Participant’s request to participate in such Underwritten Shelf Takedown (5) days after sending the Company “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Requesting Holder. 3.2.5.3. The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. (i) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following a Holder’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, a Sponsor may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request Company to sell effect a Public Offering of all or a portion of their such Sponsor’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall promptly amend or supplement the Shelf Registration Statement for such purpose. (bii) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in writing. The Company shall include in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of Takedown all such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five two (52) days Business Days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in a Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , but subject to the Participation Conditions (to the extent applicable), all determinations as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with whether to complete any Shelf Underwritten Offering Takedown and as to the timing, manner, price and other terms of any Shelf Takedown contemplated by this subsection 2.1.3Section 2.02(e)(ii) shall be determined by the Sponsor, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter use its reasonable best efforts to cause any Shelf Takedown to occur as promptly as practicable; provided that if such Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall contain be included in such representations, covenants, indemnities and other rights and obligations of Shelf Takedown if such Potential Takedown Participant has complied with the Company and the selling stockholders as are customary requirements set forth in Underwritten Offerings of securities by the Companythis Section 2.02(e)(ii).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 35,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following the effectiveness Holder’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, the shelf registration statement required by subsection 2.1.1 or 2.1.2Requisite Investors may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within fifteen (15) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the participating Requisite Investors. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds from all Holders participating in excess of $50,000,000 from such Shelf Underwritten Offering to exceed $10,000,000 or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five Except with respect to a Block Trade requested pursuant to Section 2.5, within two (52) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five four (54) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. (i) At any time and from time during which the Company has an effective Shelf Registration Statement with respect to time following a Holder’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, a Sponsor may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request Company to sell effect a Public Offering of all or a portion of their such Sponsor’s Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from are covered by such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall promptly amend or supplement the Shelf Registration Statement for such purpose. (bii) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Shelf Takedown that number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in writing. The Company shall include in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of Takedown all such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five two (52) days Business Days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , but subject to the Participation Conditions (to the extent applicable), all determinations as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with whether to complete any Shelf Underwritten Offering Takedown and as to the timing, manner, price and other terms of any Shelf Takedown contemplated by this subsection 2.1.3Section 2.02(e)(ii) shall be determined by the Sponsor, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter use its reasonable best efforts to cause any Shelf Takedown to occur as promptly as practicable; provided that if such Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall contain be included in such representations, covenants, indemnities and other rights and obligations of Shelf Takedown if such Potential Takedown Participant has complied with the Company and the selling stockholders as are customary requirements set forth in Underwritten Offerings of securities by the Companythis Section 2.02(e)(ii).

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following a Stockholder’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, such Stockholder may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Stockholder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided, that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than 90 percent (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the participating Holders holding a majority of the Registrable Securities then held by such Holders; provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.2.5. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order preceding 90 days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, and following any Holder(sapplicable Lock-up Period, any Holder (being in such case, a “Demanding Holder”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown NoticeTakedown. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.1.4, subject to Section 3.4 3.3 and Article ARTICLE IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At Subject to the provisions of Section 2(a)(ii), the Initiating Holders may, at any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2time, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement writing (a “Shelf Underwritten OfferingTakedown Request”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of which request shall specify the Registrable Securities held intended to be disposed of by such Holder in Initiating Holders and the intended method of distribution thereof (which may, for the avoidance of doubt, include an Underwritten Shelf Takedown)) to sell pursuant to a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) Registrable Securities of such Initiating Holders available for sale pursuant to such Shelf Underwritten Offering Registration Statement. Promptly upon receipt (but in no event for less more than $10,000,000 in aggregate gross proceeds. All requests for three (3) Business Days thereafter) of a Shelf Takedown Request involving an Underwritten Offering shall be made by giving written notice to Shelf Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 2(a)(vi), the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days after sending the Company date that the Shelf Takedown Notice has been delivered. Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , all determinations as is customary in to whether to complete any Underwritten Offerings Shelf Takedown and as to the timing, manner, price and other terms of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3Section 2(a)(iv) shall be determined by the Initiating Holders; provided that if such Underwritten Shelf Takedown is to be completed, subject to Section 3.4 and Article IV2(a)(vi), each Potential Takedown Participant’s Registerable Securities shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary requirements set forth in Underwritten Offerings of securities by the Companythis Section 2(a)(iv).

Shelf Takedown. 3.2.5.1. At any time the Company has an effective Shelf Registration Statement with respect to a Sponsor Holder’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Sponsor Holder may make a written request (a “Shelf Takedown Request” and from time such Sponsor Holder, the “Requesting Holder”) to time following the effectiveness Company to effect a Public Offering, including pursuant to an Underwritten Shelf Takedown, of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their such Sponsor Holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to under such shelf registration statement Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose (a “Shelf Underwritten Offering”) provided that the Oak Hill Post-Closing Shareholders and the TCV Post-Closing Shareholders may not request an underwritten offering during the first twelve (12) months following the Closing Date and any such Holder(srequest thereafter by the Oak Hill Post-Closing Shareholders or the TCV Post-Closing Shareholders shall constitute the Oak Hill Post-Closing Shareholders’ or the TCV Post-Closing Shareholders’, as applicable, one (1) Demand Registration Request). 3.2.5.2. Promptly upon receipt of a Shelf Takedown Request (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each, a “Potential Takedown Participant”); provided that, in the case of an underwritten “block trade,” the Company shall only deliver the Shelf Takedown Notice to Sponsor Holders. Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein within three (3) Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than a percentage of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate, within five as specified in such Potential Takedown Participant’s request to participate in such Underwritten Shelf Takedown (5) days after sending the Company “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Requesting Holder. 3.2.5.3. The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. At any time and from time to time following after (i) the effectiveness effective date of the shelf registration statement required by subsection 2.1.1 or 2.1.2Shelf and (ii) the Company is eligible to use Form S-3, any Holder(s) Holders may request to sell in an underwritten offering that is registered pursuant to the Shelf (a “Shelf Takedown”) all or a portion of their Registrable Securities (1) having an anticipated aggregate offering price, net of Selling Expenses, in an Underwritten Offering that excess of $30,000,000 or (2) constituting the total aggregate Registrable Securities then held by all Holders. Upon the Company’s receipt of any such request, the Company shall (x) within three (3) days after the date such request is registered pursuant to such shelf registration statement given, give notice thereof (a “Shelf Underwritten OfferingTakedown Demand Notice”) provided to all Holders other than the Initiating Holders, if applicable, and any other holders of equivalent securities that the Company is obligated to register pursuant to written contractual arrangements with such Holder(spersons (the “Other Holders”); and (y) (a) reasonably expect aggregate gross proceeds as soon as practicable, include in excess of $50,000,000 from such underwritten Shelf Underwritten Offering or (b) reasonably expects to sell Takedown all of the Registrable Securities held that the Initiating Holders requested to be registered and any additional Registrable Securities or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice or Other Holder to the Company within ten (10) days after the “Company sends the Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Demand Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andand in each case, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings limitations of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable SecuritiesSection 2.1(f). In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3Takedown, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-8 or Form S-4 under the Securities Act), during the seven (7) days prior to and the sixty (60) day period beginning on the date of pricing of such Shelf Takedown or such other period provided in the underwriting, placement or similar agreement executed in connection with such Xxxxx Xxxxxxxx, provided that any such sixty (60) day or other period shall contain such representationsbe able to be waived by the applicable underwriter or placement agent. The Company shall not be obligated to effect, covenantsor to take any action to effect, indemnities and other rights and obligations of any Shelf Takedown pursuant to this Section 2.1(c) after the Company has effected two (2) Shelf Takedowns pursuant to this Section 2.1(c); provided that in no event shall the Company be obligated to effect more than one (1) Shelf Takedown in any twelve (12) month period. A Shelf Takedown is not be counted as “effected” for purposes of this Section 2.1(c) until such time as the applicable prospectus supplement has been filed with the SEC, unless the Initiating Holders withdraw their request for such Shelf Takedown and forfeit their right to one Shelf Takedown, in which case such Shelf Takedown shall be counted as “effected” for purposes of this Section 2.1(c); provided, that if such withdrawal is during a period the selling stockholders Company has deferred taking action pursuant to Section 2.1(f), then the Initiating Holders may withdraw their request for a Shelf Takedown and such Shelf Takedown will not be counted as are customary in Underwritten Offerings “effected” for purposes of securities by the Companythis Section 2.1(c).

Shelf Takedown. 3.2.3.1 At any time and from time the Company has an effective Form S-1 Shelf or Form S-3 Shelf, by notice to time following the effectiveness Company specifying the intended method or methods of disposition thereof, each of the shelf registration statement required by subsection 2.1.1 or 2.1.2Holders of a majority of the Sponsor Investor Shares, any Holder(sa majority of the IDX Investor Shares and a majority of the ZF Investor Shares may make a written request (a “Shelf Takedown Request” and such requesting Holders, the “Requesting Holders”) may request to sell the Company to effect a Public Offering, including pursuant to an Underwritten Shelf Takedown, of all or a portion of their such Holders’ Registrable Securities in an Underwritten Offering that is may be registered pursuant to under such shelf registration statement Registration Statement, and as soon as practicable the Company shall amend or supplement the Registration Statement as necessary for such purpose. 3.2.3.2 Promptly upon receipt of a Shelf Takedown Request (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein within three (3) Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than a percentage of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate, within five as specified in such Potential Takedown Participant’s request to participate in such Underwritten Shelf Takedown (5) days after sending the Company “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.3.2 shall be determined by the Requesting Holder(s). 3.2.3.3 The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding sixty (60) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order days (unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company).

Shelf Takedown. At ‌ Subject to any applicable restrictions on transfer in this Agreement or otherwise, at any time and from time during the Shelf Period (subject to time following any Suspension Period), by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sPreferred Investor or Preferred Investors holding Registrable Securities that, in the aggregate, have market value in excess of $200 million (each such Preferred Investor, a “Takedown Requesting Investor”) may make a written request (a “Shelf Takedown Request”) to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering or (b) reasonably expects to sell all Registration Statement, which request shall state the number of the Registrable Securities held by such Holder to be included in such Public Offering, and as soon as reasonably practicable, the Company shall, subject to the other applicable provisions of this Agreement, amend or supplement the Shelf Registration Statement as necessary for such purpose; provided that the Company shall not be obligated to effect more than one Shelf Takedown Request during any 12-month period or more than two Shelf Takedown Requests during the Shelf Period, and the Company shall not be obligated to effect any Underwritten Offering Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) thereof, is less than $200 million.‌ Subject to any applicable restrictions on transfer in this Agreement or otherwise, promptly upon receipt of a Shelf Takedown Request (but in no event for less more than $10,000,000 five Business Days thereafter (or such shorter period as may be reasonably requested in aggregate gross proceeds. All requests for a connection with an underwritten “block trade”)) specifying an Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each Preferred Investor with Registrable Securities covered by the applicable Shelf Registration Statement (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in such requested Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andThe Company, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4Section 6.2(c) below, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than such percentage specified by such Potential Takedown Participant) of the closing price for the Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown‌ Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable) and Section 6.2(c) and Section 6.2(d) below, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 6.2(b) shall be determined by the Takedown Requesting Investors. If the managing underwriter(s) for a requested Underwritten Shelf Takedown advise the Company and the Takedown Requesting Investors that in their reasonable view the number of Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Takedown Requesting Investors (the “Maximum Offering Size”), then the Company shall so advise any Potential Takedown Participant electing to participate in such Underwritten Shelf Takedown, and shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold, allocated, if necessary for the offering not to exceed the Maximum Offering Size. The number of Registrable Securities included in such Underwritten Shelf Takedown will be allocated among the Potential Takedown Participants as follows:‌ (i) first, each Potential Takedown Participant shall be allocated an amount equal to the lesser of (x) the Maximum Offering Size multiplied by a fraction, the numerator of which is the number of Registrable Securities then held by each Potential Takedown Participant and the denominator of which is the aggregate number of Registrable Securities then held by all Potential Takedown Participants and (y) the number of Registrable Securities requested to be included by such Potential Takedown Participant in the offering; and (ii) second, to the extent that the Maximum Offering Size is not fully allocated pursuant to clause (i), the excess of (x) the Maximum Offering Size over (y) the amount allocated pursuant to clause (i) (the “Remaining Securities”) shall be allocated among any Potential Takedown Participant whose allocation pursuant to clause (i) is less than the number of Registrable Securities requested to be included in such offering by such Potential Takedown Participant (each, a “Cutback Participant”) such that each Cutback Participant shall be entitled to include pursuant to this clause (ii), the lesser of (x) the Remaining Securities multiplied by a fraction, the numerator of which is the number of Registrable Securities then held by each Cutback Participant and the denominator of which is the aggregate number of Registrable Securities then held by all Cutback Participants and (y) the number of Registrable Securities requested to be included by such Cutback Participant in the offering. If any portion of the Maximum Offering Size remains unallocated, the procedure in this clause (ii) shall be recursively repeated until all Registrable Securities up to the Maximum Offering Size have been allocated.‌ The Takedown Requesting Investor shall have the right to select the investment banker(s) and manager(s) (which shall consist of one or more reputable nationally recognized investment banks, subject to the Company’s approval, not to be unreasonably withheld, and which shall be represented by underwriters’ counsel acceptable to the Company in its sole discretion) to administer any Underwritten Shelf Takedown and one firm of counsel to represent all of the participating holders of Registrable Securities, including the Takedown Requesting‌ Investors and any Potential Takedown Participants electing to participate in such Underwritten Shelf Takedown (along with any reasonably necessary local counsel), in connection with such Underwritten Shelf Takedown. The Company shall and any Potential Takedown Participant participating in an Underwritten Shelf Takedown will enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter underwriter or Underwriters underwriters selected for such offering. The Company shall be permitted to include in any Underwritten Shelf Takedown pursuant to this Section 6.2 any securities that are not Registrable Securities with the prior written consent of the Takedown Requesting Investors (not to be unreasonably withheld). In the event that the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten in such Underwritten Shelf Takedown, the managing underwriter may limit the number of shares proposed to be included in such Underwritten Shelf Takedown by (i) first including the Registrable Securities requested by the initiating Holder(s) after consultation with Takedown Requesting Investor to be included in the Company Underwritten Shelf Takedown and shall take all (ii), thereafter, including such other reasonable actions additional securities as are requested by the Company to be included (subject to the consent of the Requesting Investors pursuant to the immediately preceding sentence, not to be unreasonably withheld) in such Underwritten Shelf Takedown as the managing Underwriter or Underwriters underwriter in order its reasonable discretion determines are able to expedite or facilitate the disposition of such Registrable Securities. In be marketed and sold in connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary Registrable Securities in Underwritten Offerings of securities by the Companyclause (i).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, and following any Holder(sapplicable Lock-up Period, any Holder (being in such case, a “Demanding Holder”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 50 million from such Underwritten Shelf Underwritten Offering or Takedown (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such “Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsThreshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice have the right to select the Underwriter or Underwriters for any Underwritten Shelf Takedown, which shall consist of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Noticeone or more reputable nationally recognized investment banks. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.1.4, subject to Section 3.4 3.3 and Article ARTICLE IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to effect an Underwritten Offerings of Shelf Takedown if the Board determines in its reasonable good faith judgment that such Underwritten Shelf Takedown would (i) materially interfere with a significant acquisition, corporate organization, financing, securities by offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. The Holders, in the aggregate, may not demand more than two (2) Underwritten Shelf Takedowns in any twelve (12) month period.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following a Holder’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, either (i) Baupost or (ii) the shelf registration statement required by subsection 2.1.1 or 2.1.2Requisite Investors may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as maybe reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 3.2.6., the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Notwithstanding the delivery of any Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the participating Requisite Investors. (c) The Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown requested by Baupost if (x) an Underwritten Public Offering pursuant to Section 3.1.1(a)(i) or an Underwritten Shelf Takedown pursuant to Section 3.2.4(a)(i) was consummated within the preceding one hundred eighty (180) days, or (y) the minimum anticipated proceeds for such Underwritten Public Offering or Underwritten Shelf Takedown are not at least $20 million (unless otherwise consented to by the Company). The Company shall enter into an underwriting agreement in a form as is customary in not be obligated to take any action to effect any Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are Shelf Takedown requested by the managing Underwriter or Underwriters in order to expedite or facilitate Requisite Investors if, at the disposition request of such Registrable Securities. In connection with any Shelf Requisite Investors (x) an Underwritten Public Offering contemplated by this subsection 2.1.3, subject pursuant to Section 3.4 and Article IV, 3.1.1(a)(ii) or an Underwritten Shelf Takedown pursuant to Section 3.2.4(a)(ii) was consummated within the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities preceding three hundred sixty five (365) days (unless otherwise consented to by the Company) or (y) the minimum anticipated proceeds for such Underwritten Public Offering or Underwritten Shelf Takedown are not at least $20 million (unless otherwise consented to by the Company).

Shelf Takedown. (a) At any time after the expiration of the Lock-up Period, and from time-to-time to time following thereafter, and during the effectiveness Effectiveness Period (except during a Suspension Period), the Initiating Holders may notify the Company in writing (the “Takedown Request”) of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request their intent to sell all or a portion of their Registrable Securities covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect ). Such notice shall specify the aggregate gross proceeds number of Registrable Securities requested to be registered in excess of $50,000,000 from such Shelf Underwritten Offering Offering. Upon receipt by the Company of such notice, the Company shall deliver a written notice (a “Takedown Notice”) to each Holder, who did not make such Takedown Request informing each such Holder of its right to include Registrable Securities in such Shelf Underwritten Offering. Within five (5) Business Days after receipt of a Takedown Notice, each Holder who received such Takedown Notice shall have the right to request in writing that the Company include all or (b) reasonably expects to sell all a specific portion of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but and the Company shall include such Registrable Securities in no event for less than $10,000,000 in aggregate gross proceedssuch Shelf Underwritten offering. All requests for a The underwriters of such Shelf Underwritten Offering shall be made one or more underwriting firms of nationally recognized standing selected by giving written notice the Initiating Holders and reasonably acceptable to the Company. The right of each other Holder to include securities in such Shelf Underwritten Offering shall be conditioned upon such Holder entering into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected pursuant hereto. (b) The Company shall not be obligated to effect, or take any action to effect, any a Shelf Underwritten Offering: (i) if the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number Initiating Holders, together with any other Holders entitled to and requesting inclusion of Registrable Securities proposed in such Shelf Underwritten Offering, propose to sell Registrable Securities in such offering at an aggregate price to the public of less than $15,000,000; (ii) within one hundred twenty (120) days of another Shelf Underwritten Offering or a Piggyback Offering; (iii) once the Company has completed two separate Shelf Underwritten Offerings pursuant to this Agreement; (iv) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of a Registration Statement or Rule 424 prospectus in respect of, and ending on the date ninety (90) days immediately following, a Piggyback Offering; provided that during the thirty (30)-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to consummate such Piggyback Offering; provided, further, that the Company may only delay an offering pursuant to this subsection (iv) for a period of not more than ninety (90) days if a filing of any other Registration Statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) during any Suspension Period. (c) If the managing underwriters advise the Company that marketing factors require a limitation of the number of securities to be sold included in a Shelf Underwritten Offering, then the managing underwriters may exclude shares (including Registrable Securities) from the Shelf Underwritten Offering, and the number of shares that may be included in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Noticeshall be allocated, the Company shall give written notice of such requested Shelf Underwritten Offering first, to all other Holders of Registrable Securities (requested by the “Company Shelf Takedown Notice”) and, subject Holders to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include be included in such Shelf Underwritten Offering all (on a pro rata basis based on the total number of Registrable Securities with respect then held by each such Holder), and second, to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities shares offered by the Company with and any other stockholders. (d) In the managing Underwriter or Underwriters selected by event that after receiving a request from the initiating Holder(s) after consultation with Initiating Holders pursuant to Section 2(a), the Company and does not file a Shelf Registration Statement for the reason specified in Section 2(a)(ii)(A), then the Initiating Holders may provide a Takedown Request, whose terms shall take all such other reasonable actions as are requested by be substantially consistent with this Section 3, except that in lieu of an underwritten offering of Registrable Securities included in a Shelf Registration Statement, the managing Underwriter or Underwriters in order request shall be for the Company to expedite or facilitate the disposition file a new Registration Statement for an underwritten offering of such Registrable Securities. In connection with any the event that such an offering of Registrable Securities is completed, it shall count as a completed Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to for the purposes of Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company3(b)(iii).

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following Bxxx Capital’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, Bxxx Capital may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five one (51) days Business Day (or such shorter period as may be reasonably requested by Bxxx Capital in connection with an underwritten “block trade,” provided such period is at least 24 hours) after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within fifteen (15) Business Days of its acceptance. Notwithstanding the delivery of any Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by Bxxx Capital. The Company shall enter into an underwriting agreement Bxxx Capital will have the right to select the investment banker(s) and manager(s) to administer any underwritten offering in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Offering. (c) Notwithstanding (a) and (b), if Bxxx Capital wishes to engage in an underwritten block trade or bought deal 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) (each, an “Underwritten Offering contemplated by this subsection 2.1.3Block Trade”), subject then no Holder (other than Bxxx Capital) will be permitted to Section 3.4 and Article IVparticipate in such Underwritten Block Trade without the consent of Bxxx Capital, the underwriting except as may otherwise be provided in any other agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of between the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Companya Holder.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 10,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 5,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata pro rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. (a) At any time and from time during the Shelf Period (subject to time following any Suspension Period), by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sInvestor or Investors holding Registrable Securities that, in the aggregate, have market value in excess of $300 million (each such Investor, a “Takedown Requesting Investor”) may make a written request (a “Shelf Takedown Request”) to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Registration Statement, and as soon as practicable, the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose; provided, that the Company shall not be obligated to effect more than one Shelf Takedown Request during any twelve-month period, and the Company shall not be obligated to effect any Underwritten Offering or (b) reasonably expects Shelf Takedown if the aggregate proceeds expected to sell all be received from the sale of the Registrable Securities held by such Holder requested to be sold in such Underwritten Shelf Underwritten Offering Takedown, in the good faith judgment of the managing underwriter(s) thereof, is less than $175.0 million. (b) Promptly upon receipt of a Shelf Takedown Request (but in no event more than three Business Days thereafter) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each Investor with Registrable Securities covered by the applicable Shelf Registration Statement (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in such requested Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andThe Company, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4Section 6.2(c) below, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three Business Days after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten Business Days of its acceptance at a price per share (5after giving effect to any underwriters’ discounts or commissions) days after sending to such Potential Takedown Participant of not less than such percentage specified by such Potential Takedown Participant) of the Company closing price for the Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , but subject to the Participation Conditions (to the extent applicable) and Section 6.2(c) and Section 6.2(d) below, all determinations as is customary in to whether to complete any Underwritten Offerings Shelf Takedown and as to the timing, manner, price and other terms of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, 6.2(b) shall be determined by the underwriting agreement into which each Holder and Takedown Requesting Investors. (c) If the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of managing underwriter(s) for a requested Underwritten Shelf Takedown advise the Company and the selling stockholders Takedown Requesting Investors that in their reasonable view the number of Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Takedown Requesting Investors (the “Maximum Offering Size”), then the Company shall so advise any Potential Takedown Participant electing to participate in such Underwritten Shelf Takedown, and shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold, allocated, if necessary for the offering not to exceed the Maximum Offering Size. The number of Registrable Securities included in such Underwritten Shelf Takedown will be allocated among the Potential Takedown Participants as are customary follows: (i) first, each Potential Takedown Participant shall be allocated an amount equal to the lesser of (x) the Maximum Offering Size multiplied by a fraction, the numerator of which is the number of Registrable Securities then held by each Potential Takedown Participant and the denominator of which is the aggregate number of Registrable Securities then held by all Potential Takedown Participants and (y) the number of Registrable Securities requested to be included by such Potential Takedown Participant in Underwritten Offerings the offering; and (ii) second, to the extent that the Maximum Offering Size is not fully allocated pursuant to clause (i), the excess of securities (x) the Maximum Offering Size over (y) the amount allocated pursuant to clause (i) (the “Remaining Securities”) shall be allocated among any Potential Takedown Participant whose allocation pursuant to clause (i) is less than the number of Registrable Securities requested to be included in such offering by such Potential Takedown Participant (each, a “Cutback Participant”) such that each Cutback Participant shall be entitled to include pursuant to this clause (ii), the lesser of (x) the Remaining Securities multiplied by a fraction, the numerator of which is the number of Registrable Securities then held by each Cutback Participant and the denominator of which is the aggregate number of Registrable Securities then held by all Cutback Participants and (y) the number of Registrable Securities requested to be included by such Cutback Participant in the offering. If any portion of the Maximum Offering Size remains unallocated, the procedure in this clause (ii) shall be recursively repeated until all Registrable Securities up to the Maximum Offering Size have been allocated. (d) The Takedown Requesting Investors shall have the right to select the investment banker(s) and manager(s) (which shall consist of one or more reputable nationally recognized investment banks, subject to the Company’s approval) to administer any Underwritten Shelf Takedown and one firm of counsel to represent all of the participating holders of Registrable Securities, including the Takedown Requesting Investors and any Potential Takedown Participants electing to participate in such Underwritten Shelf Takedown (along with any reasonably necessary local counsel), in connection with such Underwritten Shelf Takedown.

Shelf Takedown. (i) At any time and from time to time following during which the effectiveness Shelf Registration Statement is effective (or in connection with its initial effectiveness), a Holder of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Registrable Securities may request to sell all or a any portion of their its Registrable Securities in an Underwritten Offering that is registered offering pursuant to such shelf registration statement the Shelf Registration Statement (each, a “Shelf Underwritten OfferingTakedown”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the a “Shelf Takedown NoticeRequest”). Each , and as soon as practicable the Company shall promptly amend or supplement the Shelf Registration Statement for such purpose. (ii) The Shelf Takedown Notice Request (which may be jointly made with one or more Holders of Registrable Securities) shall specify the approximate number of Registrable Securities proposed intended to be offered and sold in by such Holder pursuant to the Shelf Underwritten Offering Takedown and the expected price range intended method of distribution thereof, including whether it is intended to be an underwritten offering and, to the extent it is an underwritten offering, whether it is intended to be facilitated by the Company, including through roadshow presentations or investor calls by management of the Company or other marketing efforts by the Company (net of underwriting discounts and commissions) of such Shelf “Marketed Underwritten Offering. Within five ”). (5iii) business days Promptly (and in any event within three (3) Business Days) after receipt of any Shelf Takedown NoticeRequest, the Company shall (a) give written notice of such requested Shelf Takedown (including whether such Shelf Takedown is intended to be an underwritten offering and, to the extent it is an underwritten offering, whether it is intended to be a Marketed Underwritten Offering Offering) to all other Holders of Registrable Securities Securities, and (the “Company Shelf Takedown Notice”b) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations Business Days of the Company and the selling stockholders as are customary in Underwritten Offerings date of securities by the Company’s notice.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following an Investor’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, Holders holding a majority of the shelf registration statement required by subsection 2.1.1 or 2.1.2Registrable Securities may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than 90 percent (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.6 shall be determined by the participating Holders holding a majority of the Registrable Securities then held by such Holders; provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.2.6. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an underwriting agreement in a form as is customary in Underwritten Offerings of securities Shelf Takedown was consummated within the preceding 90 days (unless otherwise consented to by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3Company), subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations not be required to effect more than an aggregate of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Companythree underwritten Shelf Takedowns under this Section 3.2.6.

Shelf Takedown. (a) At any time and from time to time following that a Shelf Registration Statement covering Registrable Shares is effective, if the effectiveness Original Shareholder, on behalf of the shelf registration statement required by subsection 2.1.1 or 2.1.2Demand Shareholders, any Holder(sdelivers notice (a “Take-Down Notice”) may request to sell the Company stating that the Shareholders intend to effect an underwritten offering of all or a portion part of their the Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement Shares included on the Shelf Registration Statement (a “Shelf Underwritten Offering”) provided that ), the Company shall amend or supplement the Shelf Registration Statement or related Prospectus as may be necessary in order to enable such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Registrable Shares to be distributed pursuant to the Shelf Underwritten Offering or (b) reasonably expects to sell all Offering; provided, however, that the Original Shareholder, on behalf of the Registrable Securities held by such Holder Demand Shareholders, shall not be entitled to deliver an aggregate of more than three (3) Take-Down Notices in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsany twelve (12) month period and the Original Shareholder, on behalf of the Demand Shareholders, may not deliver any Take-Down Notice within thirty (30) days after the effective date of any Registration Statement hereunder. All requests for For the avoidance of doubt, a Shelf Underwritten Offering shall be made by giving written notice to count against the Company limit set forth in Section 6.1(b). (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissionsb) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3Offering, subject to Section 3.4 and Article IV, in the underwriting agreement into which each Holder and event that the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of managing underwriter advises the Company and the selling stockholders as are customary Original Shareholder, on behalf of the Demand Shareholders, in Underwritten Offerings writing that, in its good faith opinion, the total number or dollar amount of securities Registrable Shares requested by the CompanyShareholder to be included therein exceeds the largest number or dollar amount of Registrable Shares that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in such registration or prospectus only such number of Registrable Shares that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price).

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sHolder may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten Offering that is are registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from on such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price, size and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the initiating Holders. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(spreceding ninety (90) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Companydays.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sHolder or Holders (the “Shelf Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 30,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to a Block Trade requested pursuant to Section 2.5, within five (5) business days Business Days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (the “Shelf Requesting Holders”), within five (5) days Business Days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are reasonably requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. 3.2.5.1. At any time and from time after the Lock-Up Period that PubCo has an effective Shelf Registration Statement with respect to time following the effectiveness of the shelf registration statement required a Holder’s Registrable Securities, by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify PubCo specifying the approximate number of Registrable Securities to be sold and the intended method or methods of disposition thereof, such Holder may make a written request (a “Shelf Takedown Request” and such Holder, the “Requesting Holder”) to PubCo to effect a Public Offering pursuant to a Shelf Takedown, of all or a portion of such Holder’s Registrable Securities that may be registered under such Shelf Registration Statement, and as soon as practicable PubCo shall amend or supplement the Shelf Registration Statement as necessary for such purpose, provided, that PubCo shall only be obligated to effect an Underwritten Public Offering if such offering: (i) shall include Registrable Securities proposed to be sold by the Requesting Holder(s), either individually or together with other Requesting Holders, with a total offering price reasonably expected to exceed, in the aggregate, $10 million (the “Minimum Takedown Threshold”), or (ii) is comprised of all remaining Registrable Securities held by the Requesting Holder. Promptly upon receipt of a Shelf Takedown Request (but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for any Underwritten Offering and Shelf Takedown, PubCo shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the expected applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each, a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing. PubCo shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which PubCo has received written requests for inclusion therein within three (3) Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price range per share (net of underwriting after giving effect to any underwriters’ discounts and or commissions) to such Potential Takedown Participant of not less than a percentage of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate, as specified in such Potential Takedown Participant’s request to participate in such Underwritten Shelf Underwritten OfferingTakedown (the “Participation Conditions”). Within five (5) business days after receipt Notwithstanding the delivery of any Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the Company timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.3 shall give written notice of such requested Shelf Underwritten Offering to all other be determined by the Requesting Holders holding majority of Registrable Securities (to be included in the “Company Underwritten Shelf Takedown, provided, that the underwriter for such Underwritten Shelf Takedown Notice”) andshall consist of one or more reputable nationally recognized investment banks, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4PubCo’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Subject to Sections 3.2.3.2 and 3.2.4, PubCo shall include in such Underwritten Shelf Underwritten Offering Takedown, all such Registrable Securities with respect that are requested to which be included therein by Potential Takedown Participants. 3.2.5.2. Notwithstanding anything to the Company contrary in this Section 3.2, PubCo shall not be obligated to take any action to effect any Underwritten Shelf Takedown: (i) more than once in any nine-month period, (ii) during the six-month period following the closing of a prior Underwritten Shelf Takedown, or (iii) if a Piggyback Registration was declared effective within the preceding ninety (90) days. 3.2.5.3. Any Holder that has received requested its Registrable Securities be included in a Registration pursuant to Section 3.2 may withdraw all or any portion of its Registrable Securities from such Public Offering upon written requests for inclusion thereinnotification (a “Withdrawal Notice”) to PubCo and the underwriter or underwriters (if any) of their intention to withdraw from such Public Offering at any time prior to the effectiveness of the applicable Registration Statement, within five provided, that: (5i) days after sending the Company PubCo shall not be obligated to consummate an Underwritten Shelf Takedown Notice. The Company shall enter into an underwriting agreement in subject to a form as is customary in Underwritten Offerings of securities Withdrawal Notice unless the Minimum Takedown Threshold would still be satisfied by the Company with Registrable Securities remaining to be sold in the managing Underwriter or Underwriters selected by the initiating Holder(sUnderwritten Shelf Takedown, and (ii) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any even if not consummated, an Underwritten Shelf Underwritten Offering contemplated by this subsection 2.1.3, Takedown subject to a Withdrawal Notice shall constitute an Underwritten Shelf Takedown for purposes of Section 3.4 and Article IV3.2.3.2, unless PubCo shall receive full reimbursement from Holders of all Registration Expenses in connection therewith. Following the underwriting agreement into which each Holder and the Company receipt of any Withdrawal Notice, PubCo shall enter shall contain promptly forward such representations, covenants, indemnities and Withdrawal Notice to any other rights and obligations of the Company and the selling stockholders as are customary Holders that had elected to participate in such Underwritten Offerings of securities by the CompanyShelf Takedown.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sRequisite Investor may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such Holder’s Registrable Securities in an Underwritten that are registered on such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. No Holder, other than a Requisite Investor, may effect a Public Offering that is registered pursuant to such shelf registration statement (this Section 3.3, except pursuant to Section 3.3.5(b) as a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or Potential Takedown Participant. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. , but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.3.5 shall be determined by the initiating Requisite Investors. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if (x) a Demand Registration or Piggyback Registration was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings Shelf Takedown was consummated within the preceding ninety (90) days, (y) the value of securities by the Company with the managing Underwriter or Underwriters selected Registrable Securities proposed to be sold by the initiating Holder(sHolders is not at least the lesser of twenty-five million dollars ($25 million) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Holder’s Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IVSecurities or (z) in the case of the Original Investor Majority, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations Registrable Securities proposed to be sold do not represent at least thirty percent (30%) of the Company and Class O Common Units of Pla-Fit Holdings, LLC outstanding immediately prior to the selling stockholders as are customary in Underwritten Offerings of securities by the CompanyRecapitalization Transactions.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following Xxxx Capital’s Registrable Securities, by notice to the effectiveness Company specifying the intended method or methods of disposition thereof, Xxxx Capital may make a written request (a “Shelf Takedown Request”) to the shelf registration statement required by subsection 2.1.1 or 2.1.2Company to effect a Public Offering, any Holder(s) may request to sell including an Underwritten Shelf Takedown, of all or a portion of their such Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five one (51) days Business Day (or such shorter period as may be reasonably requested by Xxxx Capital in connection with an underwritten “block trade,” provided such period is at least 24 hours) after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within fifteen (15) Business Days of its acceptance. Notwithstanding the delivery of any Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by Xxxx Capital. The Company shall enter into an underwriting agreement Xxxx Capital will have the right to select the investment banker(s) and manager(s) to administer any underwritten offering in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Offering. (c) Notwithstanding (a) and (b), if Xxxx Capital wishes to engage in an underwritten block trade or bought deal 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) (each, an “Underwritten Offering contemplated by this subsection 2.1.3Block Trade”), subject then no Holder (other than Xxxx Capital) will be permitted to Section 3.4 and Article IVparticipate in such Underwritten Block Trade without the consent of Xxxx Capital, the underwriting except as may otherwise be provided in any other agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of between the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Companya Holder.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sHolder or Holders (the “Shelf Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 [●]1 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds[●]2. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) [●] business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (the “Shelf Requesting Holders”), within five (5) [●] business days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are reasonably requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company. 1 Note to Draft: Amount to be mutually agreed by the parties. 2 Note to Draft: Amount to be mutually agreed by the parties.

Shelf Takedown. (a) At any time and from time the Company has an effective Shelf Registration Statement with respect to time following the effectiveness CCMP Investors’ Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sCCMP Investors may make a written request (a “Shelf Takedown Request”) may request to sell the Company to effect an Underwritten Shelf Takedown of all or a portion of their the CCMP Investors’ Registrable Securities that may be registered under such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. The Company will pay all Registration Expenses incurred in an Underwritten Offering that is registered connection with any Shelf Takedown Request pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or this Section 1.2(a). (b) reasonably expects to sell all Promptly upon receipt of the Registrable Securities held by such Holder in such a Shelf Underwritten Offering Takedown Request (but in no event more than 2 calendar days thereafter or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for less than $10,000,000 in aggregate gross proceeds. All requests for a any Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Shelf Registration Statement (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing, not to exceed such Holder’s pro rata share (determined based upon the number of Registrable Securities proposed to be sold by the CCMP Investors in the Shelf such proposed Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, as compared to the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders aggregate number of Registrable Securities (held by the “CCMP Investors immediately prior to such Underwritten Shelf Takedown) of all Registrable Securities to be included in such Underwritten Shelf Takedown, unless otherwise agreed to by the CCMP Investors. The Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five 2 calendar days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Notwithstanding the delivery of any Shelf Takedown Notice. , all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 1.2 shall be determined by the CCMP Investors. (c) The Company shall enter into not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration (other than a Shelf Registration) was declared effective or an underwriting agreement in a form as is customary in Underwritten Offerings of securities by Shelf Takedown was consummated within the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order preceding 30 days, unless otherwise consented to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.