Common use of Shelf Underwritten Offerings Clause in Contracts

Shelf Underwritten Offerings. (i) Subject to Section 9 hereof, during the Effective Period (except during a Delay Period), the Stockholder may notify the Company in writing of its intent to sell Registrable Common Stock covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “Shelf Underwritten Offering”); provided that the Company shall not be obligated to engage an underwriter in connection any Shelf Underwritten Offering unless the amount of Registrable Common Stock to be sold by the Stockholder, together with any shares of Common Stock to be sold for the account of the Company and any other participating stockholders, equals at least 15% of the Company’s total outstanding market capitalization for its Common Stock as of the date of such written notice. The Stockholder shall give written notice to the Company of such intention at least five Business Days (or at least two Business Days in connection with a Shelf Underwritten Offering that is a Block Trade Offering) prior to the date on which such Shelf Underwritten Offering is anticipated to launch, specifying the number of Registrable Common Stock for which the Stockholder is requesting registration under this Section 2(d) and the other material terms of such Shelf Underwritten Offering to the extent known. (ii) If any managing underwriter of a Shelf Underwritten Offering advises the Company or the Stockholder that, in its opinion, the inclusion of all the equity securities sought to be included in such registration would adversely affect the marketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the Shelf Registration Statement applicable to such Shelf Underwritten Offering only such equity securities as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority: (1) first all the Registrable Common Stock requested to be included in such registration by the Stockholder and (2) second any securities proposed to be registered for the account of the Company or any other participating stockholder with such priorities among them as may from time to time be determined or agreed to by the Company. (iii) The Stockholder shall be permitted to withdraw all or part of its Registrable Common Stock from a Shelf Underwritten Offering at any time prior to 7:00 a.m., New York City time, on the date on which the Shelf Underwritten Offering is anticipated to launch.

Shelf Underwritten Offerings. (i) Subject At any time that a Shelf Registration Statement is effective, if a Registration Party delivers a notice to Section 9 hereof, during the Effective Period (except during a Delay Period), the Stockholder may notify the Company in writing (a “Shelf Underwriting Notice”) stating that it intends to effect a Shelf Underwritten Offering of all or part of its intent to sell Registrable Common Stock covered Securities included by it on the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “Shelf Underwritten Offering”); provided that and stating the Company shall not be obligated to engage an underwriter in connection any Shelf Underwritten Offering unless the amount of Registrable Common Stock to be sold by the Stockholder, together with any shares of Common Stock to be sold for the account aggregate offering price and/or number of the Company and any other participating stockholders, equals at least 15% of the Company’s total outstanding market capitalization for its Common Stock as of the date of such written notice. The Stockholder shall give written notice to the Company of such intention at least five Business Days (or at least two Business Days in connection with a Shelf Underwritten Offering that is a Block Trade Offering) prior to the date on which such Shelf Underwritten Offering is anticipated to launch, specifying the number of Registrable Common Stock for which the Stockholder is requesting registration under this Section 2(d) and the other material terms of such Shelf Underwritten Offering to the extent known. (ii) If any managing underwriter of a Shelf Underwritten Offering advises the Company or the Stockholder that, in its opinion, the inclusion of all the equity securities sought Securities to be included in such registration would adversely affect the marketability of the equity securities sought to be sold pursuant theretoShelf Underwritten Offering, then the Company shall include in amend or supplement the Shelf Registration Statement applicable as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering only such equity securities as (taking into account the inclusion of Registrable Securities and Other Securities by any Stockholders or holders of Other Securities pursuant to this Section 5.4(e) or the terms of any other registration rights agreement to which the Company is so advised may be a party). In connection with any Shelf Underwritten Offering: (i) the Company shall deliver a copy of the Shelf Underwriting Notice to all Stockholders and permit each such Stockholder to include its Registrable Securities included by such underwriter can be sold without such an effect, as follows and it on the Shelf Registration Statement in the following order Shelf Underwritten Offering if such Stockholder seeking to so include Registrable Securities notifies the Registration Party and the Company of priority: such request, specifying the aggregate amount of Registrable Securities to be included, within five business days (1or such lesser period as is reasonably practicable under the circumstances in the judgment of the underwriter) first all after receipt of the Registrable Common Stock Shelf Underwriting Notice thereby; provided, that in no event shall the Company be required to include pursuant to this Section 5.4(e) any securities of a class or type other than the classes or types described in the Shelf Underwriting Notice; and (ii) if the lead or managing underwriter of a proposed Shelf Underwritten Offering informs the Selling Holders in writing (with a copy to the Company) that, in its good faith view, the number of securities of such class requested to be included in such registration by offering exceeds the Stockholder number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities to be sold in such offering, then (A) the number of Registrable Securities and Other Securities which will be included in the Shelf Underwritten Offering shall only be that number which, in the good faith opinion of such lead or managing underwriter, can be included without being likely to have a significant adverse effect on the price, timing or distribution of the offering and the sale of the Registrable Securities and Other Securities then contemplated, and (2) second any securities proposed to be registered for the account of the Company or any other participating stockholder with such priorities among them as may from time to time be determined or agreed to by the Company. (iii) The Stockholder each Holder shall be permitted entitled to withdraw all include Registrable Securities or part of its Registrable Common Stock from a Shelf Underwritten Offering at any time prior to 7:00 a.m., New York City time, on the date on which Other Securities in the Shelf Underwritten Offering is anticipated in the manner set forth in Section 5.3(d) with respect to launchallocations in a requested registration.

Shelf Underwritten Offerings. (i) Subject At any time that a Shelf Registration Statement is effective, if a Registration Party delivers a notice to Section 9 hereof, during the Effective Period (except during a Delay Period), the Stockholder may notify the Company in writing (a “Shelf Underwriting Notice”) stating that it intends to effect a Shelf Underwritten Offering of all or part of its intent to sell Registrable Common Stock covered Securities included by it on the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “Shelf Underwritten Offering”); provided that and stating the Company shall not be obligated to engage an underwriter in connection any Shelf Underwritten Offering unless the amount of Registrable Common Stock to be sold by the Stockholder, together with any shares of Common Stock to be sold for the account aggregate offering price and/or number of the Company and any other participating stockholders, equals at least 15% of the Company’s total outstanding market capitalization for its Common Stock as of the date of such written notice. The Stockholder shall give written notice to the Company of such intention at least five Business Days (or at least two Business Days in connection with a Shelf Underwritten Offering that is a Block Trade Offering) prior to the date on which such Shelf Underwritten Offering is anticipated to launch, specifying the number of Registrable Common Stock for which the Stockholder is requesting registration under this Section 2(d) and the other material terms of such Shelf Underwritten Offering to the extent known. (ii) If any managing underwriter of a Shelf Underwritten Offering advises the Company or the Stockholder that, in its opinion, the inclusion of all the equity securities sought Securities to be included in such registration would adversely affect the marketability of the equity securities sought to be sold pursuant theretoShelf Underwritten Offering, then the Company shall include in amend or supplement the Shelf Registration Statement applicable as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering only such equity securities as (taking into account the inclusion of Registrable Securities and Other Securities by any Stockholders or holders of Other Securities pursuant to this Section 5.4(e) or the terms of any other registration rights agreement to which the Company is so advised by may be a party). In connection with any Shelf Underwritten Offering: (i) the Company shall deliver a copy of the Shelf Underwriting Notice to all Stockholders and permit each such underwriter can be sold without such an effect, as follows and Stockholder to include its Registrable Securities on the Shelf Registration Statement in the following order Shelf Underwritten Offering if such Stockholder seeking to so include Registrable Securities notifies the Registration Party and the Company of priority: such request, specifying the aggregate amount of Registrable Securities to be included, within five business days after receipt of the Shelf Underwriting Notice thereby; provided, that in no event shall the Company be required to include pursuant to this Section 5.4(e) any securities of a class or type other than the classes or types described in the Shelf Underwriting Notice; and (1ii) first all if the Registrable Common Stock lead or managing underwriter of a proposed Shelf Underwritten Offering informs the Selling Holders in writing (with a copy to the Company) that, in its good faith view, the number of securities of such class requested to be included in such registration by offering exceeds the Stockholder number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities to be sold in such offering, then (A) the number of Registrable Securities and Other Securities which will be included in the Shelf Underwritten Offering shall only be that number which, in the good faith opinion of such lead or managing underwriter, can be included without being likely to have a significant adverse effect on the price, timing or distribution of the offering and the sale of the Registrable Securities and Other Securities then contemplated, and (2) second any securities proposed to be registered for the account of the Company or any other participating stockholder with such priorities among them as may from time to time be determined or agreed to by the Company. (iii) The Stockholder each Holder shall be permitted entitled to withdraw all include Registrable Securities or part of its Registrable Common Stock from a Shelf Underwritten Offering at any time prior to 7:00 a.m., New York City time, on the date on which Other Securities in the Shelf Underwritten Offering is anticipated in the manner set forth in Section 5.3(d) with respect to launchallocations in a requested registration.

Shelf Underwritten Offerings. (i) Subject At any time that a Shelf Registration Statement is effective, if GEI or a GEI Transferee delivers a notice to Section 9 hereof, during the Effective Period (except during a Delay Period), the Stockholder may notify the Company in writing (a "Shelf Underwriting Notice") stating that it intends to effect a Shelf Underwritten Offering of all or part of its intent to sell Registrable Common Stock covered Securities included by it on the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “Shelf Underwritten Offering”); provided that and stating the Company shall not be obligated to engage an underwriter in connection any Shelf Underwritten Offering unless the amount of Registrable Common Stock to be sold by the Stockholder, together with any shares of Common Stock to be sold for the account aggregate offering price and/or number of the Company and any other participating stockholders, equals at least 15% of the Company’s total outstanding market capitalization for its Common Stock as of the date of such written notice. The Stockholder shall give written notice to the Company of such intention at least five Business Days (or at least two Business Days in connection with a Shelf Underwritten Offering that is a Block Trade Offering) prior to the date on which such Shelf Underwritten Offering is anticipated to launch, specifying the number of Registrable Common Stock for which the Stockholder is requesting registration under this Section 2(d) and the other material terms of such Shelf Underwritten Offering to the extent known. (ii) If any managing underwriter of a Shelf Underwritten Offering advises the Company or the Stockholder that, in its opinion, the inclusion of all the equity securities sought Securities to be included in such registration would adversely affect the marketability of the equity securities sought to be sold pursuant theretoShelf Underwritten Offering, then the Company shall include in amend or supplement the Shelf Registration Statement applicable as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering only such equity securities as (taking into account the inclusion of Registrable Securities and Other Securities by any Holders or holders of Other Securities pursuant to this Section 7.4(e) or the terms of any other registration rights agreement to which the Company is so advised by may be a party). In connection with any Shelf Underwritten Offering: (i) the Company shall deliver a copy of the Shelf Underwriting Notice to all Holders and permit each such underwriter can be sold without such an effect, as follows and Holder to include its Registrable Securities on the Shelf Registration Statement in the following order Shelf Underwritten Offering if such Holder seeking to so include Registrable Securities notifies GEI and the Company of priority: such request, specifying the aggregate amount of Registrable Securities to be included, within five business days after receipt of the Shelf Underwriting Notice thereby; provided, that in no event shall the Company be required to include pursuant to this Section 7.4(e) any securities of a class or type other than the classes or types described in the Shelf Underwriting Notice; and (1ii) first all if the Registrable Common Stock lead or managing underwriter of a proposed Shelf Underwritten Offering informs in writing GEI and the other Holders participating in such offering (with a copy to the Company) that, in its good faith view, the number of securities of such class requested to be included in such registration by offering exceeds the Stockholder number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities to be sold in such offering, then (A) the number of Registrable Securities and Other Securities which will be included in the Shelf Underwritten Offering shall only be that number which, in the good faith opinion of such lead or managing underwriter, can be included without being likely to have a significant adverse effect on the price, timing or distribution of the offering and the sale of the Registrable Securities and Other Securities then contemplated, and (2) second any securities proposed to be registered for the account of the Company or any other participating stockholder with such priorities among them as may from time to time be determined or agreed to by the Company. (iii) The Stockholder each Holder shall be permitted entitled to withdraw all include Registrable Securities or part of its Registrable Common Stock from a Shelf Underwritten Offering at any time prior to 7:00 a.m., New York City time, on the date on which Other Securities in the Shelf Underwritten Offering is anticipated in the manner set forth in Section 7.3(d) with respect to launchallocations in a requested registration.

Shelf Underwritten Offerings. At any time that a Shelf Registration Statement is effective, if any Holder or Group delivers a notice to Instinet (ia "Shelf Underwriting Notice") Subject stating that it intends to Section 9 hereof, during the Effective Period (except during effect a Delay Period), the Stockholder may notify the Company in writing Shelf Underwritten Offering of all or part of its intent to sell Registrable Common Stock covered Securities included by it on the Shelf Registration Statement (and stating the aggregate offering price and/or number of the Registrable Securities to be included in whole the Shelf Underwritten Offering, then Instinet shall amend or supplement the Shelf Registration Statement as may be necessary in part) in an order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (a “Shelf Underwritten Offering”taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 2.3(e); provided that the Company shall not be obligated to engage an underwriter in ). In connection with any Shelf Underwritten Offering unless which includes Registrable Securities that have an aggregate offering price of at least $30 million: (A) such proposing Holder(s) shall also deliver the Shelf Underwriting Notice to all Holders' Representatives and permit each Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such Holder seeking to so include Registrable Securities notifies the proposing Holders and Instinet of such request, specifying the aggregate amount of Registrable Common Stock Securities to be sold by the Stockholderincluded, together with any shares of Common Stock to be sold for the account of the Company and any other participating stockholders, equals at least 15% of the Company’s total outstanding market capitalization for its Common Stock as of the date of such written notice. The Stockholder shall give written notice to the Company of such intention at least within five Business Days (or at least two Business Days in connection with a after receipt of the Shelf Underwritten Offering that is a Block Trade Offering) prior to the date on which Underwriting Notice by such Shelf Underwritten Offering is anticipated to launch, specifying the number of Registrable Common Stock for which the Stockholder is requesting registration under this Section 2(d) and the other material terms of such Shelf Underwritten Offering to the extent known.Holder's Representative; (iiB) If any if the lead or managing underwriter of a proposed Shelf Underwritten Offering advises informs in writing the Company or Holders' Representatives representing the Stockholder Holders participating in such offering (with a copy to Instinet) that, in its opiniongood faith view, the inclusion number of all the equity securities sought to be included in of such registration would adversely affect the marketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the Shelf Registration Statement applicable to such Shelf Underwritten Offering only such equity securities as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority: (1) first all the Registrable Common Stock class requested to be included in such registration by offering exceeds the Stockholder number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities to be sold in such offering, then (1) the number of Registrable Securities which will be included in the Shelf Underwritten Offering shall only be that number which, in the good faith opinion of such lead or managing underwriter, can be included without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered or the Common Stock, and (2) second any securities proposed to be registered for the account of the Company or any other participating stockholder with such priorities among them as may from time to time be determined or agreed to by the Company. (iii) The Stockholder each holder shall be permitted entitled to withdraw all or part of its include Registrable Common Stock from a Shelf Underwritten Offering at any time prior to 7:00 a.m., New York City time, on the date on which Securities in the Shelf Underwritten Offering is anticipated in the manner set forth in Section 2.1(d) with respect to launchallocations in a requested registration; and (C) the Shelf Underwriting Notice shall state that Holders must respond to the Shelf Underwriting Notice within five Business Days of the receipt thereof.

Shelf Underwritten Offerings. (ia) Subject In the event that any Holder or group of Holders elects to Section 9 hereof, during the Effective Period (except during a Delay Period), the Stockholder may notify the Company in writing dispose of its intent to sell Registrable Common Stock covered by Securities under the Shelf Registration Statement (in whole or in part) in pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $25 million from such Underwritten Offering, the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, the “Requesting Holders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected pursuant to Section 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition, subject to Section 2.02(c), of such Registrable Securities and the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided provided, however, that the Company shall not be obligated have no obligation to engage an underwriter facilitate or participate in connection any more than (i) one Shelf Underwritten Offering unless the amount during any 180-day period or (ii) (A) a total of Registrable Common Stock to be sold three Shelf Underwritten Offerings initiated by the StockholderRequesting Holders who are Sponsor Holders, together with any shares (B) a total of Common Stock to be sold for the account five Shelf Underwritten Offerings initiated by Requesting Holders who are Former USWS Owner Holders or Lender Holders or (C) a total of the Company and any other participating stockholdersthree Shelf Underwritten Offerings initiated by Requesting Holders who are Crestview Holders; provided further, equals at least 15% of the Company’s total outstanding market capitalization for its Common Stock as of the date of such written notice. The Stockholder shall give written notice to the Company of such intention at least five Business Days (or at least two Business Days in connection with that a Shelf Underwritten Offering that is a Block Trade Offering) commenced but terminated for any reason prior to the date on which such execution of an underwriting agreement with respect thereto will not be counted as a Shelf Underwritten Offering is anticipated to launch, specifying for purposes of the foregoing limitations on the number of Registrable Common Stock for which Shelf Underwritten Offerings. (b) If the Stockholder is requesting registration under this Section 2(d) and the other material terms Company receives a Shelf Underwritten Offering Request, it will give written notice of such proposed Shelf Underwritten Offering to each Holder (other than the extent known. (iiRequesting Holders) If any managing underwriter that, together with such Holder’s Affiliates, holds at least the Minimum Number of a Shelf Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the related Underwritten Offering advises the Company or the Stockholder thatFiling and, in its opinionif known, the inclusion number of all the shares of Class A Common Stock (or other equity securities sought of the same class as the Registrable Securities) that are proposed to be included in such registration Shelf Underwritten Offering, and of such Holders’ rights under this Section 2.02(b). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Shelf Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company and the Requesting Holders that the giving of notice pursuant to this Section 2.02(b) would adversely affect the marketability of the equity securities sought offering, no such notice shall be required (and such Holders shall have no right to be sold pursuant theretoinclude Registrable Securities in such bought or overnight Underwritten Offering); and provided further, then that the Company shall include not so notify any such other Holder that has notified the Company (and not revoked such notice) requesting that such Holder not receive notice from the Company of any proposed Shelf Underwritten Offering. Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.02(b) to request inclusion of Registrable Securities in the Shelf Registration Statement applicable Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Shelf Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Shelf Underwritten Offering. (c) If the Managing Underwriter of the Shelf Underwritten Offering only such equity securities as shall advise the Company is so advised by such underwriter can and the Requesting Holders in writing, with a copy to be sold without such an effectprovided upon request to any Shelf Piggybacking Holder, as follows and in of its belief that the following order number of priority: (1) first all the Registrable Common Stock Securities requested to be included in such registration Shelf Underwritten Offering by the Stockholder Requesting Holders and (2) second any securities Shelf Piggybacking Holders, together with any Other Securities or Company Securities requested or proposed to be registered included in such Shelf Underwritten Offering, exceeds the Maximum Number of Securities for such Shelf Underwritten Offering, then Registrable Securities, Other Securities and Company Securities shall be included in the account Shelf Underwritten Offering, up to the Maximum Number of Securities (as set forth in such written advice from the Managing Underwriter), in the following priority: (i) first, the Registrable Securities requested to be included in such Shelf Underwritten Offering by the Requesting Holders and the Shelf Piggybacking Holders, pro rata among the Requesting Holders and the Shelf Piggybacking Holders based on the respective numbers of Registrable Securities that each requested be included); and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), any Other Securities or Company Securities requested or proposed to be included in such Shelf Underwritten Offering allocated, as applicable, in accordance with the order of priority established in the agreement or agreements granting the registration rights with respect to any such Other Securities. (d) The Managing Underwriter and any other participating stockholder with such priorities among them as may from time to time underwriters for any Shelf Underwritten Offering shall be determined or agreed to selected by the Company. (iii) The Stockholder ; provided that the Managing Underwriter shall be permitted reasonably acceptable to withdraw all or part the Requesting Holders. The Requesting Holders shall determine the pricing of its the Registrable Common Stock from a Securities offered pursuant to any Shelf Underwritten Offering at and the applicable underwriting discounts and commissions and determine the timing of any time prior to 7:00 a.m., New York City time, on the date on which the such Shelf Underwritten Offering is anticipated Offering, subject to launchSection 2.03.

Shelf Underwritten Offerings. (i) Subject to Section 9 hereof, during the Effective Period (except during At any time that a Delay Period), the Stockholder may notify the Company in writing of its intent to sell Registrable Common Stock covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering is effective, if a Holder delivers a notice to the Corporation (a “Shelf Underwritten OfferingUnderwriting Notice”); provided ) stating that the Company shall not be obligated it intends to engage an underwriter in connection any Shelf Underwritten Offering unless the amount of Registrable Common Stock to be sold by the Stockholder, together with any shares of Common Stock to be sold for the account of the Company and any other participating stockholders, equals at least 15% of the Company’s total outstanding market capitalization for its Common Stock as of the date of such written notice. The Stockholder shall give written notice to the Company of such intention at least five Business Days (or at least two Business Days in connection with effect a Shelf Underwritten Offering that is a Block Trade Offering) prior to the date on which such Shelf Underwritten Offering is anticipated to launch, specifying the number of Registrable Common Stock for which the Stockholder is requesting registration under this Section 2(d) and the other material terms of such Shelf Underwritten Offering to the extent known. (ii) If any managing underwriter of a Shelf Underwritten Offering advises the Company or the Stockholder that, in its opinion, the inclusion of all the equity securities sought to be included in such registration would adversely affect the marketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the Shelf Registration Statement applicable to such Shelf Underwritten Offering only such equity securities as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority: (1) first all the Registrable Common Stock requested to be included in such registration by the Stockholder and (2) second any securities proposed to be registered for the account of the Company or any other participating stockholder with such priorities among them as may from time to time be determined or agreed to by the Company. (iii) The Stockholder shall be permitted to withdraw all or part of its Registrable Common Stock from a Securities included on the Shelf Registration Statement and stating the aggregate offering price and/or number of the Registrable Securities to be included in the Shelf Underwritten Offering, then the Corporation shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering at (taking into account the inclusion of Registrable Securities and Other Securities by any time prior Holders or holders of Other Securities pursuant to 7:00 a.m.this Section 4(e) or the terms of any other registration rights agreement to which the Corporation may be a party). In connection with any Shelf Underwritten Offering: (i) the Corporation shall deliver a copy of the Shelf Underwriting Notice to all Holders as soon as practicable and permit each such Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such Holder seeking to so include Registrable Securities notifies the Corporation of such request, specifying the aggregate amount of Registrable Securities to be included, as soon as practicable after receipt of the applicable Shelf Underwriting Notice, but in no event later than 5:00 pm, New York City time, on (x) if applicable, the trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant Shelf Underwritten Offering is anticipated expected to launchbe finalized, and (y) in all cases, the trading day prior to the date on which the pricing of the relevant Shelf Underwritten Offering occurs; and (ii) if the lead or managing underwriter of a proposed Shelf Underwritten Offering informs in writing the applicable Holders participating in such offering (with a copy to the Corporation) that, in its good faith view, the number of securities of such class requested to be included in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities to be sold in such offering, then (A) the number of Registrable Securities and Other Securities which will be included in the Shelf Underwritten Offering shall only be that number which, in the good faith opinion of such lead or managing underwriter, can be included without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered or the common stock, and (B) each Holder shall be entitled to include Registrable Securities or Other Securities in the Shelf Underwritten Offering in the manner set forth in Section 3(d) with respect to allocations in a requested registration.

Shelf Underwritten Offerings. (ia) Subject In the event that any Holder or group of Holders elects to Section 9 hereof, during the Effective Period (except during a Delay Period), the Stockholder may notify the Company in writing dispose of its intent to sell Registrable Common Stock covered by Securities under the Shelf Registration Statement (in whole or in part) in pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $25 million from such Underwritten Offering, the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, the “Requesting Holders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected pursuant to Section 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition, subject to Section 2.02(c), of such Registrable Securities and the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided provided, however, that the Company shall not be obligated have no obligation to engage an underwriter facilitate or participate in connection any more than (i) one Shelf Underwritten Offering unless the amount during any 180-day period or (ii) (A) a total of Registrable Common Stock to be sold three Shelf Underwritten Offerings initiated by the StockholderRequesting Holders who are Initial Investor Holders, together with any shares (B) a total of Common Stock to be sold for the account five Shelf Underwritten Offerings initiated by Requesting Holders who are Former USWS Owner Holders or Lender Holders or (C) a total of the Company and any other participating stockholdersthree Shelf Underwritten Offerings initiated by Requesting Holders who are Crestview Holders; provided further, equals at least 15% of the Company’s total outstanding market capitalization for its Common Stock as of the date of such written notice. The Stockholder shall give written notice to the Company of such intention at least five Business Days (or at least two Business Days in connection with that a Shelf Underwritten Offering that is a Block Trade Offering) commenced but terminated for any reason prior to the date on which such execution of an underwriting agreement with respect thereto will not be counted as a Shelf Underwritten Offering is anticipated to launch, specifying for purposes of the foregoing limitations on the number of Registrable Common Stock for which Shelf Underwritten Offerings. (b) If the Stockholder is requesting registration under this Section 2(d) and the other material terms Company receives a Shelf Underwritten Offering Request, it will give written notice of such proposed Shelf Underwritten Offering to each Holder (other than the extent known. (iiRequesting Holders) If any managing underwriter that, together with such Holder’s Affiliates, holds at least the Minimum Number of a Shelf Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the related Underwritten Offering advises the Company or the Stockholder thatFiling and, in its opinionif known, the inclusion number of all the shares of Class A Common Stock (or other equity securities sought of the same class as the Registrable Securities) that are proposed to be included in such registration Shelf Underwritten Offering, and of such Holders’ rights under this Section 2.02(b). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Shelf Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company and the Requesting Holders that the giving of notice pursuant to this Section 2.02(b) would adversely affect the marketability of the equity securities sought offering, no such notice shall be required (and such Holders shall have no right to be sold pursuant theretoinclude Registrable Securities in such bought or overnight Underwritten Offering); and provided further, then that the Company shall include not so notify any such other Holder that has notified the Company (and not revoked such notice) requesting that such Holder not receive notice from the Company of any proposed Shelf Underwritten Offering. Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.02(b) to request inclusion of Registrable Securities in the Shelf Registration Statement applicable Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Shelf Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Shelf Underwritten Offering. (c) If the Managing Underwriter of the Shelf Underwritten Offering only such equity securities as shall advise the Company is so advised by such underwriter can and the Requesting Holders in writing, with a copy to be sold without such an effectprovided upon request to any Shelf Piggybacking Holder, as follows and in of its belief that the following order number of priority: (1) first all the Registrable Common Stock Securities requested to be included in such registration Shelf Underwritten Offering by the Stockholder Requesting Holders and (2) second any securities Shelf Piggybacking Holders, together with any Other Securities or Company Securities requested or proposed to be registered included in such Shelf Underwritten Offering, exceeds the Maximum Number of Securities for such Shelf Underwritten Offering, then Registrable Securities, Other Securities and Company Securities shall be included in the account Shelf Underwritten Offering, up to the Maximum Number of Securities (as set forth in such written advice from the Managing Underwriter), in the following priority: (i) first, the Registrable Securities requested to be included in such Shelf Underwritten Offering by the Requesting Holders and the Shelf Piggybacking Holders, pro rata among the Requesting Holders and the Shelf Piggybacking Holders based on the respective numbers of Registrable Securities that each requested be included); and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), any Other Securities or Company Securities requested or proposed to be included in such Shelf Underwritten Offering allocated, as applicable, in accordance with the order of priority established in the agreement or agreements granting the registration rights with respect to any such Other Securities. (d) The Managing Underwriter and any other participating stockholder with such priorities among them as may from time to time underwriters for any Shelf Underwritten Offering shall be determined or agreed to selected by the Company. (iii) The Stockholder ; provided that the Managing Underwriter shall be permitted reasonably acceptable to withdraw all or part the Requesting Holders. The Requesting Holders shall determine the pricing of its the Registrable Common Stock from a Securities offered pursuant to any Shelf Underwritten Offering at and the applicable underwriting discounts and commissions and determine the timing of any time prior to 7:00 a.m., New York City time, on the date on which the such Shelf Underwritten Offering is anticipated Offering, subject to launchSection 2.03.