Common use of Shelf Takedowns Clause in Contracts

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when the Existing Resale Shelf Registration Statement, OEP Resale Shelf Registration Statement, the Deerfield Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Investor that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company Pubco shall pay all Registration Expenses in connection therewith; provided that the Company Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to November 8, 2022, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to November 8, 2022 and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five (5A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when that a Shelf Registration Statement is effective, if a Holder of Registrable Securities having an aggregate value of at least five percent (5%) of the Resale then outstanding Registrable Securities (the “Shelf Takedown Demand Threshold”) covered by such Shelf Registration Statement delivers a written notice to Parent (a “Shelf Takedown Notice”) stating that such Holder intends to effect an offering of all or part (subject to the Shelf Takedown Demand Threshold) of its Registrable Securities included in such Shelf Registration Statement (a “Shelf Takedown”) and Parent is eligible to use such Shelf Registration Statement for such Shelf Takedown, then Parent shall take all actions reasonably required, including amending or supplementing such Shelf Registration Statement or prospectus (a “Shelf Registration for Supplement”), to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the sale or distribution by holders number of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale be offered and sold under the Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide Takedown. Except in connection with any marketed underwritten takedown offeringa Shelf Takedown Block Trade (as defined below), upon receipt of a Shelf Takedown Notice, Parent shall promptly (but in no event later than two (2) Business Days after receipt of a Shelf Takedown Notice) deliver notice of such Shelf Takedown Notice to each Holder holding at least five percent (5%) Business Days’ notice of such Takedown Demand to each holder of the then outstanding Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection and with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their such Registrable Securities (by notice to the Company, which notice must be received by the Company no later than registered on such Shelf Registration Statement) who shall then have five (5) Business Days following from the date notice such Shelf Takedown Notice is given to Parent to notify Parent in writing of their desire to be included in such participantShelf Takedown. Parent shall prepare and file with the SEC a Shelf Supplement as soon as reasonably practicable after the date on which it received the Shelf Takedown Notice and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its commercially reasonable efforts to cause such Shelf Supplement to be declared effective by the SEC as soon as practicable thereafter. At any time prior to the effective date of such Shelf Supplement or the “pricing” of any offering relating to a Shelf Takedown (including in connection with an Underwritten Demand Registration pursuant to Section 2.03), the Initiating Holder who initiated such Shelf Takedown may revoke or withdraw such Shelf Takedown Notice on behalf of all Holders participating in such Shelf Takedown without liability to such Holders, in each case by providing written notice to Parent. With respect to any Holder and its Affiliates, the other first (1st) Shelf Participants Takedown that request inclusion of their Registrable Securities has been so revoked or withdrawn by the initiating Holder shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat not count as confidential the receipt one of the notice permitted Underwritten Demand Registrations pursuant to Section 2.03; provided that, for avoidance of a Takedown Demand and doubt, any subsequent such Shelf Takedowns that have been so revoked or withdrawn shall not disclose or use the information contained in such notice without the prior written consent count as one of the Company until such time as the information contained therein is or becomes available permitted Underwritten Demand Registrations pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 2.03.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) statement is effective and its use has not been otherwise suspended by the Company in accordance with the terms of pursuant to Section 2(f) below2(c), upon a written the demand (a “Takedown Demand”) by any Registration Rights Equity Holder that is, in either case, is a Shelf Participant holding Registrable Securities Shares at such time (the “Initiating Equity Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities shares off of such Resale Shelf Registration Registration; provided that (a “takedown offering”i) subject to the limitations set forth in Section 2(a)(ii)(4) and Section 2(a)(ii)(5) hereof, the Equity Holders shall have the right to make no more than four (4) Takedown Demands and/or Demand Registrations in any twelve (12) month period, (ii) shall have the right to make an unlimited number of Takedown Demands and/or Demand Registrations, but only one in any calendar quarter, (iii) the Company shall pay all Registration Expenses not be obligated to effect a Marketed Underwritten Takedown Offering unless the shares requested to be sold in connection therewithsuch offering have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $10,000,000 (net of expected underwriting discounts and commissions); provided that and (iv) the Company will provide (x) in connection with any marketed underwritten takedown offeringOvernight Underwritten Takedown Offering at least two (2) business days’ notice to any Eligible Holder (other than the Initiating Equity Holder) that is a Shelf Participant and that is a member of the Snow Xxxxxx Group or the TOBI Group or other Equity Holder or is a director or executive officer of the Company, and (y) in connection with any Marketed Underwritten Takedown Offering, at least five (5) Business Daysbusiness days’ notice of such Takedown Demand to each holder of Registrable Securities any Eligible Holder (other than the Initiating Equity Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if If any Shelf Participants entitled to receive a notice pursuant to clause (iv) of the preceding sentence request inclusion of their Registrable Securities Eligible Shares (by notice to the Company, which notice must be received by the Company no later than five (5A) Business Days in the case of an Overnight Underwritten Takedown Offering, the business day following the date notice is given to such participant or (B) in the case of a Marketed Underwritten Takedown Offering, three (3) calendar days following the date notice is given to such participant)) the Company shall include such shares in the Underwritten Takedown Offering so long as such participants agree to be bound by the applicable provisions of this Section 2; provided that (1) the Initiating Equity Holder shall maintain the right to select the underwriter(s) or managing underwriter(s) for such offering and (2) if such managing underwriter(s) determines that marketing factors require a limitation on the number of shares to be underwritten, the Initiating Holder managing underwriter(s) may limit the number of shares proposed to be included in such offering such that the number of Eligible Shares to be included shall be determined in the manner set forth in Section 2(c). The Shelf Participants participating in such offering and the other Shelf Participants that request inclusion Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Any Shelf Participant agrees who has requested inclusion in such Underwritten Takedown Offering as provided above (including the Initiating Equity Holder) may elect to withdraw therefrom at any time prior to the consummation of the takedown by written notice to the Company, the managing underwriter(s) and the Initiating Equity Holder; provided that, if the Company’s counsel or underwriters’ counsel reasonably determines that such holder shall treat as confidential the receipt withdrawal would require a recirculation of the notice of a Takedown Demand and prospectus, then no Eligible Holder shall not disclose or use have the information contained in such notice without right to withdraw unless the prior written consent of the Company until such time as the information contained therein is or becomes available Initiating Equity Holder has elected to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementwithdraw.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company Pubco shall pay all Registration Expenses in connection therewith; provided that the Company Pubco will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five three (53) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f) beloweffective, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Bain Party that is, in either case, is a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”)time, the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses expenses in connection therewiththerewith in accordance with Section 2.2.6; provided that the Company will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade) or non-underwritten takedown offering, at least two (2) business days’ notice of such Takedown Demand to each other Stockholder that is a Shelf Participant, (y) in connection with any Block Trade, notice of such Takedown Demand to each other Stockholder that is a Shelf Participant no later than noon Eastern time on the second business day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Daysbusiness days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) Stockholder that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if If any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5A) Business Days in the case of a non-marketed underwritten takedown offering (other than a Block Trade) or a non-underwritten takedown offering, the second business day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) business days following the date notice is given to such participant), the Initiating Holder Bain Parties and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering (x) in connection with any non-underwritten takedown offering, on a pro rata basis based on the amount of Registrable Securities owned by all such Shelf Participants requesting to include Registrable Securities in such non-underwritten takedown offering as of the date the Company provided notice of the Takedown Demand to the Shelf Participants pursuant to this Section 2.3.3 and (y) in connection with any underwritten takedown offering, in accordance with the order of priority set forth in Section 2.2.3. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At Subject to the provisions of Section 2(c) hereof, the Stockholders shall be entitled, at any time and from time to time when the Resale a Shelf Registration Statement or is effective, to sell Registrable Securities held by them pursuant to a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan Statement (each, a “Resale Shelf RegistrationTakedown”). The number of Shelf Takedowns that the Stockholders may effect pursuant to this Section 2(b) shall not be limited, provided that the number of Underwritten Offerings where the plan of distribution contemplates a customary “road show” (including an “electronic road show”) is effective and its use has not been otherwise suspended or other substantial marketing effort by the Company and the underwriters (any such Underwritten Offering effected pursuant to a Shelf Takedown, a “Marketed Underwritten Shelf Offering”) shall be limited to a total of one in any calendar year (and any such Marketed Underwritten Shelf Offering shall cover at least $100,000,000 worth of the then current value of shares of Class A Common Stock (including, for the avoidance of doubt, any such shares received on conversion of any Class 1 Common Stock)), it being understood, for the avoidance of doubt, any Block Sale effected pursuant to a Shelf Takedown shall not be considered a Marketed Underwritten Shelf Offering for the purposes hereof. Any Shelf Takedown may be made by and pursuant to any method or combination of methods legally available to the Stockholders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the terms intended methods of Section 2(f) belowdisposition by the Stockholders participating in such Shelf Takedown. If the Stockholders desire to sell any Registrable Securities pursuant to a Shelf Takedown, upon then WildStar shall deliver to the Company a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (notice specifying the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” number of Registrable Securities off of the Stockholders desire to sell pursuant to such Resale Shelf Registration (a “takedown offering”) Takedown, and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offeringwill, at least five (5) Business Days’ notice of such Takedown Demand as expeditiously as possible, subject to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5) Business Days following the date notice is given to such participantSection 2(i), the Initiating Holder and the other consummate such Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementTakedown.

Shelf Takedowns. i. At any time when during which the Resale Company has an effective Shelf Registration Statement or with respect to a Shelf Registration for the sale or distribution Holder’s Registrable Securities, by holders of Registrable Securities on a delayed or continuous basis pursuant notice to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with specifying the terms intended method or methods of Section 2(f) belowdisposition of such Registrable Securities, upon as soon as reasonably practicable following the written request of a written demand TSG Holder (a “Shelf Takedown DemandRequest”) by any Registration Rights Holder that is, in either case, the Company effect an underwritten public offering of all or a Shelf Participant holding portion of such Registrable Securities at such time (the a “Initiating HolderShelf Takedown”), the Company will facilitate in shall amend or supplement the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (Statement for such purpose in a “takedown offering”) and manner consistent with the Company shall pay all Registration Expenses in connection therewithHolder’s intended distribution transaction; provided provided, however that the Company will provide in connection with respect to any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5) Business Days following the date notice is given to such participantunder this Section 2(e)(i), the Initiating Holder and the other Shelf Participants that request inclusion market value of their all remaining Registrable Securities at the time of the request will exceed $75,000,000 based on the then-current market price of the Class A Common Stock. Each TSG Holder shall be entitled to sell their Registrable Securities no more than one Shelf Takedown Request in such offeringany three month period. Each holder Notwithstanding the foregoing, (i) if an amount of Registrable Securities that such Holder requests for inclusion on such Shelf Takedown is permitted to be included on such Shelf Takedown, such Shelf Takedown shall constitute such Holder’s Shelf Takedown Request for such three month period; and (ii) the Company shall not be obligated to proceed with more than five Shelf Takedowns in any twelve month period. If a TSG Holder delivers a Shelf Participant agrees that Takedown Request, has an opportunity to complete the offering and declines to do so, such holder request shall treat count as confidential the receipt a Shelf Takedown for purposes of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent entitlement of the TSG Holders to demand the same hereunder unless such TSG Holder reimburses the Company until or causes the Company to be reimbursed for its reasonable expenses incurred in connection with such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementShelf Takedown Request.

Shelf Takedowns. At any time when Each of the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan Major Investors (each, a “Resale Shelf RegistrationRequesting Holder”) shall be entitled, at any time and from time to time when a Shelf Registration Statement covering such Major Investor’s Registrable Securities is effective and its use has not been otherwise suspended effective, to sell any of their Registrable Securities held by them as are then registered pursuant to such Shelf Registration Statement in an Underwritten Offering (each, a “Shelf Takedown”) so long as such request covers at least $10 million worth of the market value of shares of Common Stock at the time of the Shelf Takedown Request or such lesser amount if all Registrable Securities available for sale by all Major Investors pursuant to such registration statement are requested to be included. The Shelf Requesting Holder(s) shall make such election by delivering to the Company in accordance with the terms of Section 2(f) below, upon a written demand request (a “Shelf Takedown DemandRequest”) by for such offering specifying the number of Registrable Securities that such Shelf Requesting Holder(s) desire to sell pursuant to such Shelf Takedown. Promptly upon receipt of any Registration Rights Holder that is, in either case, such request for a Shelf Participant holding Registrable Securities at such time Takedown (the “Initiating Holder”but in no event more than two (2) Business Days thereafter (or more than one (1) Business Day thereafter in connection with an underwritten Block Sale)), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off shall give written notice of such Resale request to all Major Investors that are not Shelf Registration (a “takedown offering”) Requesting Holders, if any, and the Company shall pay all Registration Expenses include in connection therewith; provided that such Shelf Takedown, the Company will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder number of Registrable Securities (other than the Initiating Holderof Shelf Requesting Holder(s) and any Major Investor that is shall have made a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant written request to the preceding sentence request Company for inclusion of their Registrable Securities in the Shelf Registration Statement (which request shall specify the maximum number of Registrable Securities intended to be sold by such Major Investor) and with respect to which the Company has received written requests for inclusion therein within three (3) Business Days (or one (1) Business Day thereafter in connection with an underwritten Block Sale) after the date the Company’s notice was delivered. Any Major Investor’s request to participate in a Shelf Takedown shall be binding on such Major Investor; provided that each such Major Investor that elects to participate may condition its participation on the Shelf Takedown’s being completed within ten (10) Business Days of the Company’s receipt of such Major Investor’s request for inclusion at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Major Investor 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 the Companydate of such Major Investor’s request for inclusion, which notice must all as may be received specified in such Major Investor’s request for inclusion in such Shelf Takedown (the “Participation Conditions”). Notwithstanding the delivery by the Company no later than of any notice of a Shelf Takedown Request, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Shelf Takedown and as to the timing, manner, price and other terms of any Shelf Takedown contemplated by this Subsection 2.1(d) shall be determined by the Shelf Requesting Holder(s). The Company shall, as expeditiously as possible (and in any event within five (5) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential after the receipt of a Shelf Takedown Request, unless a longer period is agreed to by the notice Shelf Requesting Holder(s)), facilitate such Shelf Takedown. The number of a Takedown Demand and Shelf Takedowns that the applicable Major Investors may effect pursuant to this Subsection 2.1(d) shall not disclose or use be limited, subject to the information contained minimum dollar threshold set forth in such notice without the prior written consent first sentence of this Subsection 2.1(d). The Company shall comply with the applicable provisions of the Company until such time as the information contained therein is or becomes available Securities Act with respect to the public generallydisposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Shelf Requesting Holder(s). The Company shall not be obligated to take any action to effect any Shelf Takedown if a Demand Registration or Piggyback Registration, other than as a result of disclosure Shelf Registration Statement, was declared effective or a Shelf Takedown was consummated within the preceding sixty (60) days (unless otherwise consented to by the holder Company). If the Shelf Requesting Holder(s) wish to engage in breach a Block Sale that is an Underwritten Offering off a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then the Shelf Requesting Holder(s) shall work with the Company and the underwriters prior to making such request in order to facilitate (i) the Company’s preparation of the terms registration statement, prospectus and other offering documentation related to the Block Sale, (ii) the underwriters’ due diligence and (iii) delivery by the Company of this Agreementcustomary comfort letters.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) ), is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Investor that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown take down offering”) and the Company Pubco shall pay all Registration Expenses in connection therewith; provided that that, subject to the Company MNPI Provisions, Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three year anniversary of the consummation of the Mergers, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three year anniversary of the consummation of the Mergers and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five (5A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when during which the Resale Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Holder (a “Shelf Registration Statement Takedown Holder”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect a Public Offering, including an Underwritten Shelf Takedown, of all or a specified part of the Registrable Securities held by such Shelf Registration for Takedown Holder that are covered by such registration statement; provided, however, that (a) the sale or distribution by holders value of Registrable Securities that the Shelf Takedown Holder proposes to sell in an Underwritten Shelf Takedown is at least twenty-five million dollars ($25,000,000) or fifteen million dollars ($15,000,000) in the case of a registration statement that does not include substantially more information than is required to be included on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that isForm S-3 or, in either case, a such lower amount as agreed to by the Board and (b) with respect to any Underwritten Shelf Participant holding Takedown, such notice is also given to each other Holder with Registrable Securities at covered by such time registration statement, or to all Holders if such registration statement is undesignated (the each a “Initiating HolderPotential Takedown Participant”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice business days prior to such proposed Underwritten Shelf Takedown. Any Potential Takedown Participant may, by written response delivered to the Company within one business day after the date of delivery of such Takedown Demand to each holder notice, request that all or a specified part of such Holder’s Registrable Securities be included in any such Underwritten Shelf Takedown, subject to the underwriters’ cutback set forth in Section 3.1.1 and the procedures set forth in 3.2.1 (other than a) (without giving effect to the Initiating Holder) that is a time periods specified therein). The Company shall not be obligated to take any action to effect any such Underwritten Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice Takedown pursuant to this Section 3.2.1 if an Underwritten Shelf Takedown requested under this Section 3.2.1 was consummated within the preceding sentence request inclusion of their Registrable Securities 90 days (by notice unless otherwise consented to the Company, which notice must be received by the Company no later than five (5) Business Days following the date notice is given to such participantBoard), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when In the Resale event that the Company files a Shelf Registration Statement pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right at any time or from time to time to elect to sell all or a specified part of their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration for Statement, then notwithstanding the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant foregoing time periods, the Holder only needs to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by notify the Company in accordance with of the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a block trade Shelf Participant holding Registrable Securities at Underwriting on the day such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) offering is to commence and the Company shall pay all Registration Expenses in connection therewith; notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company will provide and the underwriters prior to making such request in connection with any marketed order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten takedown offeringblock trade. The Company shall, at least five (5) Business Days’ notice the request of such Takedown Demand to each holder any Holder of Registrable Securities (other than the Initiating Holder) that is Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf ParticipantRegistration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any marketed underwritten takedown offeringShelf Underwriting, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5) Business Days following shall follow the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities applicable procedures set forth in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 2.3.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) ), is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Investor that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown take down offering”) and the Company Pubco shall pay all Registration Expenses in connection therewith; provided that that, subject to the Company MNPI Provisions, Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three (3) year anniversary of the consummation of the Business Combination, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the consummation of the Business Combination and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five (5A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when (a) Each of the Resale Shelf Registration Statement Company and the Shareholder agree that, in the event that the Company or a Shelf Registration for the sale Shareholder intends to effect an underwritten offering of the Common Stock or distribution by holders of Registrable Securities Convertible Preferred Stock registered on a delayed or continuous basis shelf registration statement pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by 415 under the Company in accordance with the terms of Section 2(f) below, upon a written demand Securities Act (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating HolderTakedown”), then it shall give the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offering, other party at least five (5), but not more than thirty (30) Business Days’ Days written notice of prior to filing the prospectus supplement with respect to such Shelf Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant“Lock-up Notice”). In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by event that the Company no later than receives a Lock-up Notice from the Shareholder, the Company may, within five (5) Business Days following of receipt of a Lock-up Notice, give the Shareholder written notice (a “Pre-emptive Notice”) that the Company will use commercially reasonable efforts to promptly effect a Shelf Takedown. The Company shall have thirty (30) Business Days from the date notice is given of the Pre-emptive Notice in which to such participanteffect a Shelf Takedown (the “Standoff Period”). If the Company does not effect a Shelf Takedown within the Standoff Period, the Shareholder may effect a Shelf Takedown within fifteen (15) Business Days thereafter. If (A) the Company delivers a Lock-up Notice or the Company delivers a Pre-emptive Notice, in each case to the Shareholder, and effects a Shelf Takedown within the time period specified in that notice, or (B) the Shareholder delivers a Lock-up Notice and the Shareholder effects a Shelf Takedown as specified in the Lock-up Notice, then, the Shareholder, in the event of the circumstances described in clause (A), shall not, during the Initiating Holder and period beginning on the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt date of the notice Lock-up Notice or Pre-emptive Notice, as the case may be, and ending up to ninety (90) days after the date of the prospectus supplement with respect to the Shelf Takedown, or such shorter period as may be agreed to by the parties or the Company, in the event of the circumstances described in clause (B), shall not, during the period beginning on the date of the Lock-up Notice and ending up to ninety (90) days after the date of the prospectus supplement with respect to the Shelf Takedown, or such shorter period as may be agreed to by the parties, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a Takedown Demand and shall not disclose or use security outstanding on the information contained in such notice without the prior written consent date of the Company until such time as the information contained therein is prospectus supplement or becomes available otherwise pursuant to the public generallyCompany’s then existing employee or director benefit plans, other than as a result (B) the granting of disclosure any rights to acquire shares of Common Stock pursuant to the Company’s then existing employee benefit plans, (C) the filing and effectiveness of the Shelf Registration Statement or (D) sales of Piggy-Back Shares by the holder Shareholder pursuant to the exercise of rights granted by Section 4.1(a). The Company may not deliver more than one (1) Pre-emptive Notice in breach of the terms of this Agreementany 12-month period.

Shelf Takedowns. At any time when the Resale a Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f) below2.3, so long as such Shelf Registration Statement has been filed on Form S-3, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant or Holders holding not less than 50% of the Registrable Securities at such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration Statement (a “takedown take down offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that the estimated market value of the Registrable Securities proposed to be sold by the Initiating Holder is at least $1,000,000; and in any such event the Company will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each Holder (other than the Initiating Holder), (y) in connection with any Block Trade initiated prior to the three (3) year anniversary of the date hereof, notice of such Takedown Demand to each Holder (other than the Initiating Holder) no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities Holder (other than the Initiating Holder) that is a Shelf Participant). In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the date of this Agreement and (y) any marketed underwritten takedown offering, if any Shelf Participants Holders entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants Holders that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f2(c) belowor Section 2(d) above, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Whitney Sponsor or Bain Sponsor that is, in either case, is a Shelf Participant holding Registrable Securities at such time (the “Initiating HolderSponsor”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) or Shelf Registration and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade) or non-underwritten takedown offering, at least two (2) Business Days’ notice of such Takedown Demand to each Whitney Sponsor and Bain Sponsor (other than the Initiating Sponsor) and Executives that are a Shelf Participant, (y) in connection with any Block Trade, notice of such Takedown Demand to each Whitney Sponsor and Bain Sponsor (other than the Initiating Sponsor) and Executives that are a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating HolderSponsor) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering or non-underwritten takedown offering and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade) or a non-underwritten takedown offering, the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder Sponsor and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering (x) in connection with any non-underwritten takedown offering, on a pro rata basis based on the amount of Registrable Securities owned by all such Shelf Participants requesting to include Registrable Securities in such non-underwritten takedown offering as of the date the Company provided notice of the Takedown Demand to the Shelf Participants pursuant to this Section 2(e) and (y) in connection with any underwritten takedown offering, subject to Section 2(f) below. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) statement is effective and its use has not been otherwise suspended by the Company in accordance with the terms of pursuant to Section 2(f) below2(c), upon a written the demand (a “Takedown Demand”) by any Registration Rights Holder member of the Snow Xxxxxx Group or the TOBI Group that is, in either case, is a Shelf Participant holding Registrable Securities Shares at such time (the “Initiating Equity Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities shares off of such Resale Shelf Registration Registration; provided that (a “takedown offering”i) and subject to the limitations set forth in Section 2(a)(ii)(4) hereof, Snow Xxxxxx shall have the right to make no more than four (4) Takedown Demands and/or Demand Registrations in any twelve (12) month period, (ii) subject to the limitations set forth in Section 2(a)(ii)(5) hereof, the TOBI Group shall have the right to make no more than one (1) Takedown Demand or Demand Registration; (iii) the Company shall pay all Registration Expenses not be obligated to effect a Marketed Underwritten Takedown Offering unless the shares requested to be sold in connection therewithsuch offering have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $10,000,000 (net of expected underwriting discounts and commissions); provided that and (iv) the Company will provide (x) in connection with any marketed underwritten takedown offeringOvernight Underwritten Takedown Offering at least two (2) business days’ notice to any Equity Holder (other than the Initiating Equity Holder) that is a Shelf Participant and that is a member of the Snow Xxxxxx Group or the TOBI Group or is a director or executive officer of the Company, and (y) in connection with any Marketed Underwritten Takedown Offering, at least five (5) Business Daysbusiness days’ notice of such Takedown Demand to each holder of Registrable Securities any Eligible Holder (other than the Initiating Equity Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if If any Shelf Participants entitled to receive a notice pursuant to clause (iii) of the preceding sentence request inclusion of their Registrable Securities Eligible Shares (by notice to the Company, which notice must be received by the Company no later than five (5A) Business Days in the case of an Overnight Underwritten Takedown Offering, the business day following the date notice is given to such participant or (B) in the case of a Marketed Underwritten Takedown Offering, three (3) calendar days following the date notice is given to such participant)) the Company shall include such shares in the Underwritten Takedown Offering so long as such participants agree to be bound by the applicable provisions of this Section 2; provided that (1) the Initiating Equity Holder shall maintain the right to select the underwriter(s) or managing underwriter(s) for such offering and (2) if such managing underwriter(s) determines that marketing factors require a limitation on the number of shares to be underwritten, the Initiating Holder managing underwriter(s) may limit the number of shares proposed to be included in such offering such that the number of Eligible Shares to be included shall be determined in the manner set forth in Section 2(c). The Shelf Participants participating in such offering and the other Shelf Participants that request inclusion Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Any Shelf Participant agrees who has requested inclusion in such Underwritten Takedown Offering as provided above (including the Initiating Equity Holder) may elect to withdraw therefrom at any time prior to the consummation of the takedown by written notice to the Company, the managing underwriter(s) and the Initiating Equity Holder; provided that, if the Company’s counsel or underwriters’ counsel reasonably determines that such holder shall treat as confidential the receipt withdrawal would require a recirculation of the notice of a Takedown Demand and prospectus, then no Eligible Holder shall not disclose or use have the information contained in such notice without right to withdraw unless the prior written consent of the Company until such time as the information contained therein is or becomes available Initiating Equity Holder has elected to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementwithdraw.

Shelf Takedowns. At Subject to the provisions of Section 2(g) hereof, each of the Major Financial Investors and any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan Minority Financial Investor (each, a “Resale Shelf RegistrationRequesting Holder”) shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective and its use has not been otherwise suspended effective, to sell any of their Registrable Securities held by them as are then registered pursuant to a Shelf Registration Statement in an Underwritten Offering (each, a “Shelf Takedown”) so long as such request covers at least $25 million worth of the market value of shares of Common Stock at the time of the Shelf Takedown Request or such lesser amount if all Registrable Securities available for sale by all Financial Investors pursuant to such registration statement are requested to be included. The Shelf Requesting Holder(s) shall make such election by delivering to the Company in accordance with a written request (a “Shelf Takedown Request”) for such offering specifying the terms number of Registrable Securities that such Shelf Requesting Holder(s) desire to sell pursuant to such Shelf Takedown. Within one (1) Business Day after receipt of any such request for a Shelf Takedown, the Company shall give written notice of such request to all Financial Investors that are not Shelf Requesting Holders, if any, and the Company shall, subject to the provisions of Section 2(f) belowhereof, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, include in either case, a such Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”)Takedown, the Company will facilitate in the manner described in this Agreement a “takedown” number of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”Requesting Holder(s) and any Financial Investor(s) that shall have made a written request to the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request for inclusion of their Registrable Securities in the Shelf Registration Statement (which request shall specify the maximum number of Registrable Securities intended to be sold by notice such Financial Investor) and with respect to the Company, which notice must be received by the Company no later than has received written requests for inclusion therein within five (5) Business Days following after the date the Company’s notice was delivered. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Takedown Request, unless a longer period is given agreed to by the Shelf Requesting Holder(s)), facilitate such participantShelf Takedown. The number of Shelf Takedowns that the applicable Financial Investors may effect pursuant to this Section 2(b) shall not be limited, subject to the minimum dollar threshold set forth in the first sentence of this Section 2(b). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by Shelf Requesting Holder(s). Notwithstanding the foregoing, if the Shelf Requesting Holder(s) wish to engage in a Block Sale that is an Underwritten Offering off a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing notice and time periods, then the Shelf Requesting Holder(s) only need to notify the Company of the Block Sale a minimum of three (3) Business Days prior to the day such offering is to commence (unless a longer period is agreed to by the Shelf Requesting Holder(s)) and, subject to Section 2(f), the Initiating Holder Company shall include in such Block Sale the Registrable Securities of the Shelf Requesting Holder(s) requested to be included and shall as expeditiously as possible facilitate such offering such that it may commence not later than three (3) Business Days from receipt of a Shelf Takedown Request (unless a longer period is agreed to by the Shelf Requesting Holder(s)); provided that, the Shelf Requesting Holder(s) shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate (i) preparation of the registration statement, prospectus and other offering documentation related to the Block Sale, (ii) the underwriters’ due diligence and (iii) delivery of customary comfort letters; provided further that if requested by the Shelf Participants Requesting Holder(s), the Company shall use reasonable best efforts to facilitate such a Block Sale in order that request inclusion it may commence in a timeframe less than three (3) Business Days from receipt of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRequest.

Shelf Takedowns. At any time when the Resale (a) Any Stockholder of Registrable Securities included on a Shelf Registration Statement or shall have the right to require that the Corporation cooperate in a shelf takedown (“Shelf Registration for Takedown”) at any time, including an Underwritten Offering, by delivering a written request thereof to the sale or distribution by holders Corporation specifying the number of shares of Registrable Securities on (which may include a delayed range or continuous basis pursuant be specified in an aggregate dollar amount rather than an aggregate number of shares) such Stockholder wishes to Rule 415include in the Shelf Takedown and the intended method of disposition, including by way of an underwritten offering, block sale or other distribution plan to the extent then known (each, a “Resale Takedown Notice”). The Corporation shall (i) within one (1) Business Day of the receipt of a Takedown Notice for an Underwritten Offering, give written notice of such Takedown Notice to all Stockholders of Registrable Securities included on such Shelf RegistrationRegistration Statement (“Corporation Takedown Notice”), and (ii) is effective take all actions reasonably requested by such Stockholder, including the filing of a supplement or amendment to the Shelf Registration Statement or related prospectus and its use has not been any actions described in Article IV or as may otherwise suspended by the Company be necessary in order to enable such Registrable Securities to be distributed pursuant to such Shelf Takedown, in accordance with the terms intended method of Section 2(f) belowdistribution set forth in the Takedown Notice, upon a written demand (a “as soon as reasonably practicable. If the Shelf Takedown Demand”) by any Registration Rights Holder that isis an Underwritten Offering, the Corporation shall use its commercially reasonable efforts to include in either case, a Shelf Participant holding such Underwritten Offering all Registrable Securities at such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that that the Company will provide in connection with any marketed underwritten takedown offering, at least five Stockholders request to be included within two (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (52) Business Days following their receipt of the date notice Corporation Takedown Notice. If the Shelf Takedown is given to such participant)an Underwritten Offering, the Initiating Holder Registrable Securities requested to be included in such Shelf Takedown must be either (i) taking into account all of the Stockholders electing to participate, equal to or greater than the Registrable Amount or (ii) represent all of the remaining Registrable Securities owned by the requesting Stockholder and its Affiliates. Notwithstanding anything else to the contrary in this Agreement, the requirement to deliver a Corporation Takedown Notice and the other Shelf Participants piggyback rights described in this Section 2.3 shall not apply to an Underwritten Offering that request inclusion constitutes a Block Trade. A Stockholder may change the number of their Registrable Securities shall proposed to be entitled offered in any such Underwritten Offering at any time prior to sell their the pricing of such offering so long as such change would not materially adversely affect the timing or success of such Underwritten Offering and such revised number of Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt aggregate, taking into account all of the notice of a Takedown Demand and shall not disclose Stockholders electing to participate, continues to equal or use exceed the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistrable Amount.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) statement is effective and its use has not been otherwise suspended by the Company in accordance with the terms of pursuant to Section 2(f) below2(c), upon a written the demand (a “Takedown Demand”) by any Registration Rights Holder member of the Snow Pxxxxx Group or the TOBI Group that is, in either case, is a Shelf Participant holding Registrable Securities Shares at such time (the “Initiating Equity Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities shares off of such Resale Shelf Registration Registration; provided that (a “takedown offering”i) and subject to the limitations set forth in Section 2(a)(ii)(4) hereof, Snow Pxxxxx shall have the right to make no more than four (4) Takedown Demands and/or Demand Registrations in any twelve (12) month period, (ii) subject to the limitations set forth in Section 2(a)(ii)(5) hereof, the TOBI Group shall have the right to make no more than one (1) Takedown Demand or Demand Registration; (iii) the Company shall pay all Registration Expenses not be obligated to effect a Marketed Underwritten Takedown Offering unless the shares requested to be sold in connection therewithsuch offering have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $10,000,000 (net of expected underwriting discounts and commissions); provided that and (iv) the Company will provide (x) in connection with any marketed underwritten takedown offeringOvernight Underwritten Takedown Offering at least two (2) business days’ notice to any Equity Holder (other than the Initiating Equity Holder) that is a Shelf Participant and that is a member of the Snow Pxxxxx Group or the TOBI Group or is a director or executive officer of the Company, and (y) in connection with any Marketed Underwritten Takedown Offering, at least five (5) Business Daysbusiness days’ notice of such Takedown Demand to each holder of Registrable Securities any Eligible Holder (other than the Initiating Equity Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if If any Shelf Participants entitled to receive a notice pursuant to clause (iii) of the preceding sentence request inclusion of their Registrable Securities Eligible Shares (by notice to the Company, which notice must be received by the Company no later than five (5A) Business Days in the case of an Overnight Underwritten Takedown Offering, the business day following the date notice is given to such participant or (B) in the case of a Marketed Underwritten Takedown Offering, three (3) calendar days following the date notice is given to such participant)) the Company shall include such shares in the Underwritten Takedown Offering so long as such participants agree to be bound by the applicable provisions of this Section 2; provided that (1) the Initiating Equity Holder shall maintain the right to select the underwriter(s) or managing underwriter(s) for such offering and (2) if such managing underwriter(s) determines that marketing factors require a limitation on the number of shares to be underwritten, the Initiating Holder managing underwriter(s) may limit the number of shares proposed to be included in such offering such that the number of Eligible Shares to be included shall be determined in the manner set forth in Section 2(c). The Shelf Participants participating in such offering and the other Shelf Participants that request inclusion Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Any Shelf Participant agrees who has requested inclusion in such Underwritten Takedown Offering as provided above (including the Initiating Equity Holder) may elect to withdraw therefrom at any time prior to the consummation of the takedown by written notice to the Company, the managing underwriter(s) and the Initiating Equity Holder; provided that, if the Company’s counsel or underwriters’ counsel reasonably determines that such holder shall treat as confidential the receipt withdrawal would require a recirculation of the notice of a Takedown Demand and prospectus, then no Eligible Holder shall not disclose or use have the information contained in such notice without right to withdraw unless the prior written consent of the Company until such time as the information contained therein is or becomes available Initiating Equity Holder has elected to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementwithdraw.

Shelf Takedowns. At any time when after the Resale Required Shelf Filing Deadline that a Shelf Registration Statement is effective, if a Permitted Exercise Holder delivers a written notice to Parent (a “Shelf Takedown Notice”) stating that such Holder and its applicable Affiliate(s) intend to effect an offering of all or at least a majority of their Registrable Securities included in such Shelf Registration Statement (a “Shelf Takedown”) and Parent is eligible to use such Shelf Registration Statement for such Shelf Takedown, then Parent shall take all actions reasonably required, including amending or supplementing such Shelf Registration Statement or prospectus (a “Shelf Registration for Supplement”), to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. The Shelf Takedown Notice shall specify the sale or distribution by holders number of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale be offered and sold under the Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide Takedown. Except in connection with any marketed underwritten takedown offeringa Shelf Takedown Block Trade (as defined below), at least five upon receipt of a Shelf Takedown Notice, Parent shall promptly (5but in no event later than two (2) Business Days’ Days after receipt of a Shelf Takedown Notice) deliver notice of such Shelf Takedown Demand Notice to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than Permitted Exercise Holder who shall then have five (5) Business Days following from the date notice such Shelf Takedown Notice is given to Parent to notify Parent in writing of their desire to be included in such participantXxxxx Xxxxxxxx. Parent shall prepare and file with the SEC a Shelf Supplement as soon as reasonably practicable after the date on which it received the Shelf Takedown Notice and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its commercially reasonable best efforts to cause such Shelf Supplement to be declared effective by the SEC as soon as practicable thereafter. At any time prior to the effective date of such Shelf Supplement or the “pricing” of any offering relating to a Shelf Takedown (including in connection with an Underwritten Demand Registration pursuant to Section 2.03), the Initiating Holder who initiated such Shelf Takedown may revoke or withdraw such Shelf Takedown Notice on behalf of all Holders participating in such Shelf Takedown without liability to such Holders, in each case by providing written notice to Parent. With respect to any Holder and its Affiliates, the first (1st) Shelf Takedown that has been so revoked or withdrawn by the initiating Holder shall not count as one of the permitted Underwritten Demand Registrations pursuant to Section 2.03; provided that, for avoidance of doubt, any subsequent such Shelf Takedowns that have been so revoked or withdrawn shall count as one of the permitted Underwritten Demand Registrations pursuant to Section 2.03. Any Shelf Takedown requested pursuant to this Section 2.03 by any Permitted Exercise Holder (other Shelf Participants that request inclusion of their Registrable Securities than Invesco) shall be entitled subject to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time Invesco (so long as the information contained therein Invesco is or becomes available a Permitted Exercise Holder), and to the public generallyextent such consent is withheld, other than the applicable Shelf Takedown Notice shall be void ab initio and such Shelf Takedown shall not occur, nor shall it count as a result of disclosure by the holder in breach one of the terms of this Agreementpermitted Underwritten Demand Registrations pursuant to Section 2.03.

Shelf Takedowns. At Subject to the provisions of Section 2(g) hereof, each of the Major Financial Investors and any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan Minority Financial Investor (each, a “Resale Shelf RegistrationRequesting Holder”) shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective and its use has not been otherwise suspended effective, to sell any of their Registrable Securities held by them as are then registered pursuant to a Shelf Registration Statement in an Underwritten Offering (each, a “Shelf Takedown”) so long as such request covers at least $25 million worth of the market value of shares of Common Stock at the time of the Shelf Takedown Request or such lesser amount if all Registrable Securities available for sale by all Financial Investors pursuant to such registration statement are requested to be included. The Shelf Requesting Holder(s) shall make such election by delivering to the Company in accordance with a written request (a “Shelf Takedown Request”) for such offering specifying the terms number of Registrable Securities that such Shelf Requesting Holder(s) desire to sell pursuant to such Shelf Takedown. Within one (1) Business Day after receipt of any such request for a Shelf Takedown, the Company shall give written notice of such request to all Financial Investors that are not Shelf Requesting Holders, if any, and the Company shall, subject to the provisions of Section 2(f) belowhereof, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, include in either case, a such Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”)Takedown, the Company will facilitate in the manner described in this Agreement a “takedown” number of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”Requesting Holder(s) and any Financial Investor(s) that shall have made a written request to the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request for inclusion of their Registrable Securities in the Shelf Registration Statement (which request shall specify the maximum number of Registrable Securities intended to be sold by notice such Financial Investor) and with respect to the Company, which notice must be received by the Company no later than has received written requests for inclusion therein within five (5) Business Days following after the date the Company’s notice was delivered. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Takedown Request, unless a longer period is given agreed to by the Shelf Requesting Holder(s)), facilitate such participantShelf Takedown. The number of Shelf Takedowns that the applicable Financial Investors may effect pursuant to this Section 2(b) shall not be limited, subject to the minimum dollar threshold set forth in the first sentence of this Section 2(b). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by Shelf Requesting Holder(s). Notwithstanding the foregoing, if the Shelf Requesting Holder(s) wish to engage in a Block Sale that is an Underwritten Offering off a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing notice and time periods, then the Shelf Requesting Holder(s) only need to notify the Company of the Block Sale a minimum of three (3) Business Days prior to the day such offering is to commence (unless a longer period is agreed to by the Shelf Requesting Holder(s)) and,subject to Section 2(f), the Initiating Holder Company shall include in such Block Sale the Registrable Securities of the Shelf Requesting Holder(s) requested to be included and shall as expeditiously as possible facilitate such offering such that it may commence not later than three (3) Business Days from receipt of a Shelf Takedown Request (unless a longer period is agreed to by the Shelf Requesting Holder(s)); provided that, the Shelf Requesting Holder(s) shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate (i) preparation of the registration statement, prospectus and other offering documentation related to the Block Sale, (ii) the underwriters’ due diligence and (iii) delivery of customary comfort letters; provided further that if requested by the Shelf Participants Requesting Holder(s), the Company shall use reasonable best efforts to facilitate such a Block Sale in order that request inclusion it may commence in a timeframe less than three (3) Business Days from receipt of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRequest.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) ), is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Investor that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown take down offering”) and the Company Pubco shall pay all Registration Expenses in connection therewith; provided that that, subject to the Company MNPI Provisions, Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three year anniversary of the date hereof, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three year anniversary of the date hereof and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five (5A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.. ​

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) ), is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f) 6 below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder one or more Investors that is, in either case, is a Shelf Participant holding Registrable Securities at such time (the “Initiating HolderHolders”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration Statement (a “takedown take down offering”) and the Company Pubco shall pay all Registration Expenses in connection therewith; provided that the Company Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holders) that is a Shelf Participant, (y) in connection with any Block Trade, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holders) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating HolderHolders) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five (5x) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (y) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (z) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder Holders and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Notwithstanding the foregoing, Pubco shall have no obligation to facilitate, or otherwise in respect of, any takedown offering (i) unless the aggregate market value of the Registrable Securities requested to be included in such takedown offering by the Initiating Holders is at least $35,000,000 in the case of a takedown offering that is a marketed underwritten offering or at least $20,000,000 in the case of a takedown offering that is not an marketed underwritten offering, (ii) during the pendency of, or within one hundred eighty (180) days after, any other takedown offering that has been completed, or (iii) unless the takedown offering is initiated prior to the fifth anniversary of the consummation of the Business Combination. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At In the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any time when the Resale Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or a Shelf Registration for the sale or distribution by holders of from time to time to elect to sell Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of in an underwritten offering, block sale or other distribution plan (each, including a “Resale block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf RegistrationRegistrable Securities”) is effective and its use has not been otherwise suspended or in any other manner contemplated by the Company “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the terms Shelf Registrable Securities of Section 2(fthe Holders making the Shelf Underwriting Request and (y) below, upon the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written demand request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Demand”Participant’s request to participate in such Shelf Underwriting 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 Shelf Underwriting being completed within ten (10) Business Days and/or 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 any Registration Rights Holder that issuch Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, in either caseas expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”)Registration Statement has been declared effective, the Company will facilitate in the manner described in this Agreement a “takedown” Holders of Registrable Securities off may request, and Echo shall be required to facilitate, an unlimited The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. number of Shelf Underwritings with respect to such Resale Shelf Registration (Statement; provided, however, that Echo shall not be required to facilitate a “takedown offering”Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the Company shall pay effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Registration Expenses Holders participating in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offeringsuch Shelf Underwriting), shares of Common Stock having an aggregate market value of at least five $100 million (5) Business Days’ notice determined as of such Takedown Demand to each holder the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received held by the Company no later than five (5) Business Days following the date notice is given to such participant), the Initiating applicable Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is making a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Holder Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein its Affiliates and (B) each Shelf Underwriting is or becomes available subject to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 2.1(k).

Shelf Takedowns. At In the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any time when the Resale Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or a Shelf Registration for the sale or distribution by holders of from time to time to elect to sell Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of in an underwritten offering, block sale or other distribution plan (each, including a “Resale block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf RegistrationRegistrable Securities”) is effective and its use has not been otherwise suspended or in any other manner contemplated by the Company “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the terms Shelf Registrable Securities of Section 2(fthe Holders making the Shelf Underwriting Request and (y) below, upon the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written demand request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Demand”Participant’s request to participate in such Shelf Underwriting 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 Shelf Underwriting being completed within ten (10) Business Days and/or 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 any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time Potential Takedown Table of Contents Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Initiating HolderParticipation Conditions”). Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Company will facilitate in the manner described in this Agreement a “takedown” Holders of Registrable Securities off may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Resale Shelf Registration (Statement; provided, however, that Echo shall not be required to facilitate a “takedown offering”Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the Company shall pay effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Registration Expenses Holders participating in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offeringsuch Shelf Underwriting), shares of Common Stock having an aggregate market value of at least five $100 million (5) Business Days’ notice determined as of such Takedown Demand to each holder the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received held by the Company no later than five (5) Business Days following the date notice is given to such participant), the Initiating applicable Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is making a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Holder Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein its Affiliates and (B) each Shelf Underwriting is or becomes available subject to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 2.1(k).

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f2(c) belowor Section 2(d) above, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Whitney Sponsor or Bain Sponsor that is, in either case, is a Shelf Participant holding Registrable Securities at such time (the “Initiating HolderSponsor”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) or Shelf Registration and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade) or non-underwritten takedown offering, at least two (2) Business Days’ notice of such Takedown Demand to each Whitney Sponsor and Bain Sponsor (other than the Initiating Sponsor) that is a Shelf Participant, (y) in connection with any Block Trade, notice of such Takedown Demand to each Whitney Sponsor and Bain Sponsor (other than the Initiating Sponsor) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating HolderSponsor) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering or non- underwritten takedown offering and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade) or a non-underwritten takedown offering, the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder Sponsor and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering (x) in connection with any non-underwritten takedown offering, on a pro rata basis based on the amount of Registrable Securities owned by all such Shelf Participants requesting to include Registrable Securities in such non-underwritten takedown offering as of the date the Company provided notice of the Takedown Demand to the Shelf Participants pursuant to this Section 2(e) and (y) in connection with any underwritten takedown offering, subject to Section 2(f) below. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At In the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any time when the Resale Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or a Shelf Registration for the sale or distribution by holders of from time to time to elect to sell Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of in an underwritten offering, block sale or other distribution plan (each, including a “Resale block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf RegistrationRegistrable Securities”) is effective and its use has not been otherwise suspended or in any other manner contemplated by the Company “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with the terms this Section Change Healthcare Inc. has requested confidential treatment of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) registration statement and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice associated correspondence pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt Rule 83 of the notice of a Takedown Demand Securities and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementExchange Commission.

Shelf Takedowns. At In the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any time when the Resale Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or a Shelf Registration for the sale or distribution by holders of from time to time to elect to sell Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of in an underwritten offering, block sale or other distribution plan (each, including a “Resale block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf RegistrationRegistrable Securities”) is effective and its use has not been otherwise suspended or in any other manner contemplated by the Company “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the terms Shelf Registrable Securities of Section 2(fthe Holders making the Shelf Underwriting Request and (y) below, upon the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written demand request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Demand”Participant’s request to participate in such Shelf Underwriting 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 Shelf Underwriting being completed within ten (10) Business Days and/or 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 any Registration Rights Holder that issuch Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, in either caseas expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”)Registration Statement has been declared effective, the Company will facilitate in the manner described in this Agreement a “takedown” Holders of Registrable Securities off may request, and Echo shall be required to facilitate, an unlimited Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. number of Shelf Underwritings with respect to such Resale Shelf Registration (Statement; provided, however, that Echo shall not be required to facilitate a “takedown offering”Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the Company shall pay effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Registration Expenses Holders participating in connection therewith; provided that the Company will provide in connection with any marketed underwritten takedown offeringsuch Shelf Underwriting), shares of Common Stock having an aggregate market value of at least five $100 million (5) Business Days’ notice determined as of such Takedown Demand to each holder the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received held by the Company no later than five (5) Business Days following the date notice is given to such participant), the Initiating applicable Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is making a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Holder Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein its Affiliates and (B) each Shelf Underwriting is or becomes available subject to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 2.1(k).

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) ), is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f7.2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Sxxxxxx Party or MPT (as the case may be) that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offeringTakedown Offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that that, the Company will provide (x) in connection with any non-marketed underwritten Takedown Offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three (3) year anniversary of the date hereof, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offeringTakedown Offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten Takedown Offering initiated prior to the three (3) year anniversary of the date hereof and (y) any marketed underwritten takedown offeringTakedown Offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5A) in the case of a non-marketed underwritten Takedown Offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten Takedown Offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when the Resale that a Shelf Registration Statement or is effective, if a Shelf Registration for the sale or distribution by holders Holder of Registrable Securities on covered by such Shelf Registration Statement delivers a delayed or continuous basis pursuant notice to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f) below, upon a written demand (a “Shelf Takedown DemandNotice”) by any Registration Rights stating that such Holder that is, in either case, a Shelf Participant holding intends to effect an offering of all or part of its Registrable Securities at included in such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration Statement (a “takedown offeringShelf Takedown”) and the Company shall pay all is eligible to use such Shelf Registration Expenses in connection therewith; provided that Statement for such Shelf Takedown, then the Company will provide shall take all actions reasonably required, including amending or supplementing (a “Shelf Supplement”) such Shelf Registration Statement or prospectus, to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Except in connection with any marketed underwritten takedown offeringa Shelf Takedown Block Trade (as defined below), at least five upon receipt of a Shelf Takedown Notice, the Company shall promptly (5but in no event later than two (2) Business Days’ business days after receipt of a Shelf Takedown Notice) deliver notice of such Shelf Takedown Demand Notice to each holder all other holders of Registrable Securities registered on such Shelf Registration Statement who shall then have seven (other than the Initiating Holder7) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5) Business Days following days from the date such notice is given to such participant), notify the Initiating Holder and the other Shelf Participants that request inclusion Company in writing of their Registrable Securities shall desire to be entitled to sell their Registrable Securities included in such offeringShelf Takedown. Each holder of Registrable Securities that is The Company shall prepare and file with the SEC a Shelf Participant agrees that Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice and, if such holder Shelf Supplement is an amendment to such Shelf Registration Statement, shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in its reasonable best efforts to cause such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available Shelf Supplement to the public generally, other than as a result of disclosure be declared effective by the holder in breach of the terms of this AgreementSEC as soon as practicable thereafter.

Shelf Takedowns. At any time when the Existing Resale Shelf Registration Statement, OEP Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Investor that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company Pubco shall pay all Registration Expenses in connection therewith; provided that the Company Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to November 8, 2022, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to November 8, 2022 and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five (5A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) ), is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Investor that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offeringTakedown Offering”) and the Company Pubco shall pay all Registration Expenses in connection therewith; provided that the Company that, Pubco will provide (x) in connection with any non-marketed underwritten Takedown Offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three (3) year anniversary of the date hereof, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offeringTakedown Offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten Takedown Offering initiated prior to the three (3) year anniversary of the date hereof and (y) any marketed underwritten takedown offeringTakedown Offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five (5A) in the case of a non-marketed underwritten Takedown Offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten Takedown Offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) ), is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f2(c) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder Investor that is, in either case, is a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown take down offering”) and the Company Pubco shall pay all Registration Expenses in connection therewith; provided that that, subject to the Company MNPI Provisions (as defined below), Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three (3) year anniversary of the consummation of the Mergers (as defined in the Existing Registration Rights Agreement), notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the consummation of the Mergers and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five (5A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each Subject to the MNPI Provisions, each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. At any time when In the Resale event that the Company files a Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”Section 2(a) is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”)registration statement becomes effective, the Company will facilitate in Electing Shareholders shall have the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide in connection with right at any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand time or from time to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled time to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled elect to sell their Registrable Securities in any manner described under “Plan of Distribution” in such offering. Each holder registration statement, including pursuant to an underwritten offering of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The Electing Shareholders (or, in the case of the Minority Shareholders, the Minority Shareholder Representative), shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Securities that is the Electing Shareholder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $5 million of Registrable Securities. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Participant agrees that Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such holder Shelf Underwriting Request to all other Shareholders. The Company shall treat as confidential include in such Shelf Underwriting (x) the Registrable Securities of the Shareholder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Shareholder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Shareholder) within five (5) days after the receipt of the notice Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Takedown Demand and shall not disclose or Shelf Underwriting Request) use commercially reasonable efforts to facilitate such Shelf Underwriting. Notwithstanding the information contained foregoing, if a Shareholder wishes to engage in such notice without an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the prior written consent foregoing time periods, the Shareholder only needs to notify the Company of the block trade Shelf Underwriting three Business Days prior to commencement and the Company until shall notify other Shareholders on the same day and other Shareholders must elect whether or not to participate on the day such time offering is to commence, and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Shelf Underwriting, provided that the information contained therein is or becomes available Shareholder requesting such underwritten block trade shall commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the public generallyunderwritten block trade. The Company shall, other than as at the request of any Shareholder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Shareholder of Registrable Securities registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a result Shelf Registration Statement has been declared effective, the Minority Shareholders of disclosure by Registrable Securities may request, and the holder Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in breach of the terms of this AgreementSection 8(b).

Shelf Takedowns. At any time when the a Resale Shelf Registration Statement or a Shelf and/or New Registration for Statement that covers the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) ), is effective and its use has not been otherwise suspended by the Company Pubco in accordance with the terms of Section 2(f2(e) below, upon a written demand (a “Takedown Demand”) by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses in connection therewith); provided that the Company Pubco will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the CompanyPubco, which notice must be received by the Company Pubco no later than five three (53) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, Pubco shall be responsible for the Registration Expenses incurred in connection with a takedown offering prior to its withdrawal.