Common use of Underwritten Offering pursuant to Shelf Takedown Clause in Contracts

Underwritten Offering pursuant to Shelf Takedown. Any Demand Right Holder that has initiated a Shelf Takedown and delivered a Shelf Takedown Notice to the Company pursuant to subsection 2.1.2 shall have the right to demand as part of their Shelf Takedown Notice an offering in the form of an Underwritten Offering, provided that the aggregate offering price for any such offering is at least $5,000,000.00 in the aggregate. The Company shall, within 10 days of the Company’s receipt from such Demanding Holder of such Shelf Takedown Notice that includes a written demand for an Underwritten Offering, notify, in writing, all other Demand Right Holders of Registrable Securities and such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to a Shelf Takedown (each such Holder, an “Underwritten Shelf Offering Requesting Holder”) shall so notify the Company, in writing, within five days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from an Underwritten Shelf Offering Requesting Holder, such Holder shall be entitled, subject to subsection 2.1.7 and Section 2.3 hereof, to have its Registrable Securities included in the Underwritten Offering pursuant to the Shelf Takedown. All such Holders proposing to distribute their Registrable Securities through a Shelf Takedown under this subsection 2.1.3 shall, at the time of any such Shelf Takedown, enter into an underwriting agreement in customary form with the Underwriter(s) selected by the Demand Right Holder that initiated the Underwritten Offering pursuant to the Shelf Takedown (provided, however, that such Underwriter(s) is reasonably satisfactory to the Company and JFL (but only to the extent that JFL is participating in such Underwritten Offering pursuant to a Shelf Takedown pursuant to this subsection 2.1.3); provided, further that any obligation of any such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by any such Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Holder shall be in proportion to such net amounts). The number of Shelf Takedowns that the Demand Right Holders may initiate pursuant to subsection 2.1.2 shall not be limited, provided that the number of Underwritten Offerings that may be initiated hereunder shall be limited, in the case of JFL, to a total of eight (8) (less any Demand Registration requests initiated by JFL pursuant to subsection 2.1.4) and, in the case of each of the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) per each of the PIPE Demanding Holders or Pre-IPO Demanding Holder (less any Demand Registration requests initiated by any such Demand Right Holders pursuant to subsection 2.1.4).

Underwritten Offering pursuant to Shelf Takedown. Any Demand Right Holder that has initiated a Shelf Takedown and delivered a Shelf Takedown Notice to the Company pursuant to subsection 2.1.2 shall have the right to demand as part of their Shelf Takedown Notice an offering in the form of an Underwritten Offering, provided that the aggregate offering price for any such offering is at least $5,000,000.00 in the aggregate. The Company shall, within 10 days of the Company’s receipt from such Demanding Holder of such Shelf Takedown Notice that includes a written demand for an Underwritten Offering, notify, in writing, all other Demand Right Holders of Registrable Securities and such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to a Shelf Takedown (each such Holder, an “Underwritten Shelf Offering Requesting Holder”) shall so notify the Company, in writing, within five days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from an Underwritten Shelf Offering Requesting Holder, such Holder shall be entitled, subject to subsection 2.1.7 and Section 2.3 hereof, to have its Registrable Securities included in the Underwritten Offering pursuant to the Shelf Takedown. All such Holders proposing to distribute their Registrable Securities through a Shelf Takedown under this subsection 2.1.3 shall, at the time of any such Shelf Takedown, enter into an underwriting agreement in customary form with the Underwriter(s) selected by the Demand Right Holder that initiated the Underwritten Offering pursuant to the Shelf Takedown (provided, however, that such Underwriter(s) is reasonably satisfactory to the Company and JFL Seller (but only to the extent that JFL Seller is participating in such Underwritten Offering pursuant to a Shelf Takedown pursuant to this subsection 2.1.3); provided, further that any obligation of any such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by any such Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Holder shall be in proportion to such net amounts). The number of Shelf Takedowns that the Demand Right Holders may initiate pursuant to subsection 2.1.2 shall not be limited, provided that the number of Underwritten Offerings that may be initiated hereunder shall be limited, in the case of JFLJFL Seller, to a total of eight six (8) 6) (less any Demand Registration requests initiated by JFL Seller pursuant to subsection 2.1.4) and, in the case of each of the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) per each of the PIPE Demanding Holders or Pre-IPO Demanding Holder (less any Demand Registration requests initiated by any such Demand Right Holders pursuant to subsection 2.1.4).

Underwritten Offering pursuant to Shelf Takedown. Any Demand Right Holder that has initiated a Shelf Takedown and delivered a Shelf Takedown Notice to the Company pursuant to subsection 2.1.2 shall have the right to demand as part of their Shelf Takedown Notice an offering in the form of an Underwritten Offering, provided that the aggregate offering price for any such offering is at least $5,000,000.00 in the aggregateaggregate (which minimum aggregate offering price shall not apply to Main Street or Prudential). The Company shall, within 10 ten (10) days of the Company’s receipt from such Demanding Holder of such Shelf Takedown Notice that includes a written demand for an Underwritten Offering, notify, in writing, all other Demand Right Holders of Registrable Securities Securities, and all Daseke Former Series B Holders who hold Registrable Securities, of such demand, and such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to a Shelf Takedown (each such Holder, an “Underwritten Shelf Offering Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from an Underwritten Shelf Offering Requesting Holder, such Holder shall be entitled, subject to subsection 2.1.7 and Section 2.3 hereof, to have its Registrable Securities included in the Underwritten Offering pursuant to the Shelf Takedown. All such Holders proposing to distribute their Registrable Securities through a Shelf Takedown under this subsection 2.1.3 shall, at the time of any such Shelf Takedown, enter into an underwriting agreement in customary form with the Underwriter(s) selected by the Demand Right Holder that initiated the Underwritten Offering pursuant to the Shelf Takedown (provided, however, that such Underwriter(s) is reasonably satisfactory to the Company and JFL (but only to the extent that JFL is participating in such Underwritten Offering pursuant to a Shelf Takedown pursuant to this subsection 2.1.3Company); provided, further that any obligation of any such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by any such Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Holder shall be in proportion to such net amounts). The number of Shelf Takedowns that the Demand Right Holders may initiate pursuant to subsection 2.1.2 shall not be limited, provided that the number of Underwritten Offerings that may be initiated hereunder shall be limited, in the case of JFLXxx X. Xxxxxx and the Xxxxxx Group (taken together), to a total of eight two (8) 2) (less any Demand Registration requests initiated by JFL such Demand Right Holders pursuant to subsection 2.1.4) and, in the case of each of the other Daseke Demanding Holders, the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) per each of the PIPE Demanding Holders or Pre-IPO Demanding Holder (less any Demand Registration requests initiated by any such Demand Right Holders pursuant to subsection 2.1.4). For the avoidance of doubt, no maximum number of Underwritten Offerings shall apply to Main Street or Prudential.

Underwritten Offering pursuant to Shelf Takedown. Any Demand Right Holder that has initiated a Shelf Takedown and delivered a Shelf Takedown Notice to the Company pursuant to subsection 2.1.2 shall have the right to demand as part of their Shelf Takedown Notice an offering in the form of an Underwritten Offering, provided that the aggregate offering price for any such offering is at least $5,000,000.00 in the aggregate. The Company shall, within 10 ten (10) days of the Company’s receipt from such Demanding Holder of such Shelf Takedown Notice that includes a written demand for an Underwritten Offering, notify, in writing, all other Demand Right Holders of Registrable Securities Securities, and all Daseke Former Series B Holders who hold Registrable Securities, of such demand, and such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to a Shelf Takedown (each such Holder, an “Underwritten Shelf Offering Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from an Underwritten Shelf Offering Requesting Holder, such Holder shall be entitled, subject to subsection 2.1.7 and Section 2.3 hereof, to have its Registrable Securities included in the Underwritten Offering pursuant to the Shelf Takedown. All such Holders proposing to distribute their Registrable Securities through a Shelf Takedown under this subsection 2.1.3 shall, at the time of any such Shelf Takedown, enter into an underwriting agreement in customary form with the Underwriter(s) selected by the Demand Right Holder that initiated the Underwritten Offering pursuant to the Shelf Takedown (provided, however, that such Underwriter(s) is reasonably satisfactory to the Company and JFL (but only to the extent that JFL is participating in such Underwritten Offering pursuant to a Shelf Takedown pursuant to this subsection 2.1.3Company); provided, further that any obligation of any such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by any such Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Holder shall be in proportion to such net amounts). The number of Shelf Takedowns that the Demand Right Holders may initiate pursuant to subsection 2.1.2 shall not be limited, provided that the number of Underwritten Offerings that may be initiated hereunder shall be limited, in the case of JFLXxx X. Xxxxxx and Xxxxxx Group (taken together), to a total of eight two (8) 2) (less any Demand Registration requests initiated by JFL such Demand Right Holders pursuant to subsection 2.1.4) and, in the case of each of the other Daseke Demanding Holders, the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) per each of the PIPE Demanding Holders or Pre-IPO Demanding Holder (less any Demand Registration requests initiated by any such Demand Right Holders pursuant to subsection 2.1.4).one