Common use of Underwritten Offering Clause in Contracts

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Underwritten Offering. At A Managing Underwriter may require that any time and from time to time following the effectiveness of the Shelf Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered filed pursuant to such Registration Statement (Section 2 hereof be an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such Managing Underwriter shall bear those out-of-pocket expenses set forth in Section 7(a) that arise solely because such Managing Underwriter required such Shelf Registration Statement to be an Underwritten Offering underwritten offering, including underwriting discounts and commissions with respect to the Registrable Securities and fees of any "qualified independent underwriter" engaged pursuant to an Underwritten Demand Section 4(t) hereof with respect to the Registrable Securities. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the demanding Managing Underwriter; provided that such investment bankers and managers must be reasonably satisfactory to the Company (it being understood that Jannxx Xxxxxxxxxx xxx Southwest are reasonably satisfactory). No Holder may participate in any underwritten offering hereunder unless such Holder agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements. The Company shall not be counted for such purposes unless bear any underwriting discounts and commissions with respect to the Registrable Securities in connection with an underwritten offering relating to a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders filed pursuant to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement2 or 3 hereof.

Underwritten Offering. At any time and from time Any Holder then able to time following the effectiveness of the effect a Demand Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”)subsection 2.2.1 shall have the option and right, provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held exercisable by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving delivering written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of its intention to distribute Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net by means of underwriting discounts and commissions) of such an Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, to require the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) andCompany, subject to reductions consistent with the pro rata calculations in provisions of subsection 2.2.1, subsection 2.2.3, Section 2.1(e)2.4 and Section 2.5 hereof, shall include in such to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering all pursuant to a new Demand Registration. Any Holder shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities with respect by means of an Underwritten Offering, to which require the Company has received written requests for inclusion thereinCompany, within five (5) days after sending subject to the Company provisions of subsection 2.2.3, Section 2.4 and Section 2.5 hereof, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Demand NoticeOffering pursuant to an existing effective Registration Statement covering such Registrable Securities. The Company All such Demanding Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.2 shall enter into an underwriting agreement in a customary form as is customary in with the Underwriter(s) selected for such Underwritten Offerings of securities Offering by the Company with Majority-in-Interest of the managing Underwriter or Underwriters selected by the initiating Demanding Holders with initiating the written consent of Underwritten Offering, which Underwriter(s) must be reasonably satisfactory to the Company. Notwithstanding the foregoing, the Company (such consent is not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (xi) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes this subsection 2.2.2, unless a Registration Statement that may be available at such time has become effective and all the dollar amount of the Registrable Securities requested by the Requesting Holders and of the Demanding Holders Holder(s) and their respective Affiliates to be registered on behalf included therein is reasonably likely to result in gross sale proceeds of at least the Requesting Holders Minimum Amount, (ii) an Underwritten Offering pursuant to this subsection 2.2.2, within ninety (90) days after the closing of another Underwritten Offering, or (iii) more than one (1) Underwritten Offering for the same Demanding Holder(s) and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementtheir respective Affiliates within any twelve (12) month period.

Underwritten Offering. At any time and from time to time following after the effectiveness of the Shelf Registration Statement required by subsection 2.1(a) or 2.1(b)has been declared effective, any Holder one or more Holders may request deliver written notice to sell all or a portion the Corporation that such Holders (the “requesting Holders”) wish to dispose of their Registrable Securities (a “Demanding Holder”) in under the Shelf Registration Statement pursuant to an Underwritten Offering that is registered pursuant to if such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) Holders reasonably expect aggregate anticipate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects of at least $25 million. Upon receipt of such written request, the Corporation shall use commercially reasonable efforts to sell all of the Registrable Securities held by retain underwriters and effect such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for sale through an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other commercially reasonable actions as are requested by the managing Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In ; provided, however, the Corporation shall not be required to (i) enter into any lock-up agreement or similar obligation or (ii) cause its management to participate in any “road show” or similar marketing effort in connection with any Underwritten Offering contemplated by this subsection 2.1(c)if the gross proceeds from such Underwritten Offering is reasonably anticipated to be less than $75 million, subject to Section 3.3 and Article IV, unless the underwriting agreement into which each Holder and Managing Underwriter or underwriters of any such proposed Underwritten Offering advise the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations Corporation that the failure of the Company and Corporation to enter into a lock-up agreement or similar obligation or the Corporation’s management to participate in such Holders as are customary road show would adversely affect the price, timing or distribution of the shares of Class A Common Stock. The Corporation may elect to include primary shares of Class A Common Stock in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) any Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year Offering undertaken pursuant to this subsection 2.1(cSection 2.03(a); provided, however, that an . If the Managing Underwriter or Underwriters of any proposed Underwritten Offering pursuant to this Section 2.03(a) advises the Corporation and the requesting Holders in writing that the total amount of Class A Common Stock which the requesting Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all adverse effect in any material respect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities requested by that such Managing Underwriter or Underwriters advises the Requesting Corporation and the requesting Holders can be sold without having such adverse effect, with such number to be allocated as follows: first, to the requesting Holders and the Demanding any other Holders having piggyback registration rights pursuant to Section 2.02 pro rata among such requesting Holders and other Holders; second, if there remains availability for additional Class A Common Stock to be registered on behalf of the Requesting Holders and the Demanding Holders included in such Registration Statement Underwritten Offering, to the Corporation; and third, if there remains availability for additional Class A Common Stock to be included in such Underwritten Offering, pro rata among any other Persons who have been sold, in accordance with Section 3.1 granted registration rights or are granted registration rights on or after the date of this AgreementAgreement who are entitled to participate in the Underwritten Offering.

Underwritten Offering. At any The Company will use its best efforts to cause to be effective on the Closing Date, or as soon as practicable thereafter (recognizing that time and from time to time following the effectiveness is of the essence), a Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings underwritten public offering of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) less than 7.5 million and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) not more than an aggregate 20 million shares of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)Common; provided, however, that an Underwritten Offering pursuant the Company agrees that it shall not cause such Registration Statement to an Underwritten Demand be effective on the Closing Date or as soon as practicable thereafter if the Company and the holders of a majority of the Registrable Common participating in the Initial Underwriting mutually agree prior to the Closing Date, or thereafter, to cause such Registration Statement to be declared effective on another date, which date shall not be counted for such purposes unless under any circumstances later than the date three (3) days after the Company publishes financial results covering thirty (30) days or more of post-Merger combined operations. Promptly after the execution hereof, the Company shall send a Registration Statement that may Notice of Offering to the Initial Securities Holders with respect to the Initial Underwriting. The Initial Securities Holders shall thereafter have thirty (30) days within which to submit a written response to the Company expressing their interest in participating in the Initial Offering and specifying the number of shares of Registrable Common they desire to sell in the Offering. Subject to subsection 2.3 hereof, all Securities Holders will be available at such time has become effective and all of entitled to participate in the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, Initial Underwriting in accordance with Section 3.1 the related Notice of this Offering to the full extent of their Registrable Common; provided, however, that no Securities Holder shall be entitled to participate in the Initial Underwriting if such participation would be a violation of the pooling representation letter given by such Securities Holder to the Company pursuant to the Merger Agreement.

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) 2.1.1 or 2.1(b)2.1.2, any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering underwritten offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days business days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata Pro Rata calculations in Section 2.1(e)2.1.5, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c)2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) 2.1.3 with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)2.1.3; provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Underwritten Offering. At If any time and from time Initiating Holder intends to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of distribute the Registrable Securities held covered by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for its request by means of an Underwritten Offering underwritten offering, then it shall be made by giving written notice to so advise the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number as a part of Registrable Securities proposed its request made pursuant to be sold in the Underwritten Offering this Section 1.2 and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such requested Underwritten Offering Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the “Company Underwritten Demand Notice”Initiating Holder(s) and such Holder) to all other the extent provided herein. All Holders of Registrable Securities (the “Requesting Holders”) and, subject proposing to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in distribute their securities through such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company underwritten offering shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter underwriter or Underwriters underwriters selected for such underwriting by the initiating Demanding Holders with the written consent of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter(s) advise(s) the Company (such consent not in writing that marketing factors require a limitation of the number of securities to be unreasonably withheldunderwritten, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and then the Company shall enter so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwritten offering shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders be reduced as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand required by the underwriter(s) and allocated among the Holders under this subsection 2.1(c) with respect on a pro rata basis according to any or all the number of Registrable Securities then outstanding held by such Holders and each Holder requesting registration (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(cincluding the Initiating Holder(s)); provided, however, that an Underwritten Offering pursuant the number of shares of Registrable Securities to an Underwritten Demand be included in such underwriting and registration shall not be counted for such purposes reduced unless a Registration Statement that may be available at such time has become effective and all of other securities (other than “Registrable Securities” (as defined in the Registrable Securities requested by the Requesting Holders 2020 Investment Agreement and the Demanding Holders to be registered on behalf of the Requesting Holders 2022 Investment Agreement, hereafter “Series A Preferred Shares Registrable Securities” and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.“2027

Underwritten Offering. At If, at any time and from time after giving written notice of its intention to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in undertake an Underwritten Offering that is registered pursuant and prior to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess the closing of $50,000,000 from such Underwritten Offering Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or (b) reasonably expects to sell all delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities held by participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to Contango of such withdrawal up to and including the Company time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify percentage derived by dividing (A) the approximate number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the Underwritten Offering aggregate number of Registrable Securities proposed to be sold by all Selling Holders and the expected price range (net of underwriting discounts and commissions) of all other Holders in such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Underwritten Offering. At any time Subject to the provisions of subsection 2.2.4 and from time to time following Section 3.4 hereof, as applicable, the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Demanding Holder may request to sell all or advise the Company as part of a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering Demand Registration that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all the offering of the Registrable Securities held by pursuant to such Holder Demand Registration shall be in such the form of an Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for Offering, including a Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering shall be made by giving written notice to if the Company (aggregate gross proceeds of the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold by the Demanding Holder in the such Underwritten Offering and the is reasonably expected price range to exceed $30,000,000. The right of such Demanding Holder or Requesting Holder (net of underwriting discounts and commissionsif any) of to include their Registrable Securities in such Underwritten Offering shall be conditioned upon such Demanding Holder’s or Requesting Holder’s (if any) participation in such Underwritten Offering. Within five The Company and all such Demanding Holder or Requesting Holder (5if any) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested proposing to distribute their Registrable Securities through an Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company under this subsection 2.2.3 shall enter into an underwriting agreement in a form as is customary in form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offerings of securities Offering by the Company with Demanding Holder initiating the managing Underwriter or Underwriters selected by the initiating Demanding Holders Demand Registration with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings at the demand of the Holder; provided, that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not be counted as an Underwritten Offering pursuant to an Underwritten Demand by this Section 2.2.3; provided, further, the Holders under this subsection 2.1(c) with respect Company shall not be obligated to any or all Registrable Securities held by such Holders and effect (yx) more than an aggregate two (2) Underwritten Offerings per year in any 12-month period or (y) any Underwritten Offering requested by a Demanding Holding within sixty (60) days after the closing of a prior Underwritten Offering. For the avoidance of doubt, any Registration effected pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering 2.2.3 shall be counted as a demand for a Demand Registration pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement2.2.1 hereof.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect aggregate gross proceeds in excess the Electing Holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all at least 33 1/3% of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less offering; and provided further that Host REIT shall not be obligated to cooperate with more than $10,000,000 in aggregate gross proceedsone underwritten offering during the Effectiveness Period. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company Host REIT shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to Host REIT. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to Host REIT in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. Host REIT shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of included in an underwritten offering to prepare and file an amendment or supplement to the Requesting Holders and the Demanding Holders in such Shelf Registration Statement and Prospectus in connection with an underwritten offering, Host REIT may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors or the CEO or CFO of Host REIT shall have been sold, determined in accordance with Section 3.1 of this Agreementgood faith that Host REIT has a bona fide business reason for such delay.

Underwritten Offering. At any time and from time If the Initiating Holders intend to time following distribute the effectiveness Registrable Securities covered by their request by means of an underwriting, they shall so advise the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or Company as a portion part of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered request made pursuant to this Section 2.1 and the Company shall include such Registration Statement (an “Underwritten Demand”information in the written notice referred to in Section 2.1(a), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess . The underwriter shall be selected by the holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all a majority of the Registrable Securities then outstanding held by such Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to include its Registrable Securities in such Underwritten Offering but registration shall be conditioned upon such Holder’s participation in no event less than $10,000,000 in aggregate gross proceedssuch underwriting. All requests for an Underwritten Offering Holders proposing to distribute Registrable Securities through such underwriting shall be made by giving written notice to (together with the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations as provided in Section 2.1(e2.4(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of securities by this Section 2.1, if the managing underwriter advises the Company with and the managing Underwriter or Underwriters selected by Initiating Holders in writing that marketing factors require a limitation of the initiating Demanding number of shares to be underwritten, then the Company shall so advise all Holders with of Registrable Securities which would otherwise be underwritten pursuant hereto, and the written consent number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders, including the Initiating Holders, in proportion rounded to the nearest 100 shares to the amount of Registrable Securities of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested then owned by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)participating Holder; provided, however, that an Underwritten Offering pursuant the number of shares of Registrable Securities to an Underwritten Demand be included in such underwriting shall not be counted for such reduced unless all other securities are first entirely excluded from the underwriting. For purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by preceding apportionment, for any participating Holder that is a partnership, limited liability company or corporation, the Requesting Holders partners, retired partners, members, retired members and stockholders of such Holder, or the Demanding Holders estates and family members of any such partners, members, retired partners or retired members and any trusts for the benefit of any of the foregoing Persons shall be deemed to be registered on behalf a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of the Requesting Holders and the Demanding Holders shares carrying registration rights owned by all Persons included in such Registration Statement have been sold, “selling stockholder,” as defined in accordance with Section 3.1 of this Agreementsentence.

Underwritten Offering. At any time and (a) An Investor may, on or after the date that is twelve (12) months after the date hereof, deliver, from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b)time, any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Offering Notice”)) specifying that the sale of some or all of such Investor’s Registrable Securities subject to the Shelf Registration Statement, is intended to be conducted through an underwritten offering (the “Underwritten Offering”) in which Registrable Securities are sold to one or more underwriters on a firm commitment basis for reoffering to the public, or an offering that is a “bought deal” or “block trade; provided, that the Registrable Securities of such Investor requested to be included in such Underwritten Offering must have an aggregate value as of the date of such Underwritten Offering 136252302.7 Notice of no less than the lesser of (i) $25 million and (ii) all of such Investor’s and its Affiliates Registrable Securities. Each Upon delivery of such Underwritten Demand Offering Notice to the Company, the Company shall specify as soon as reasonably practicable (but in no event later than one Business Day following the approximate date of delivery of the Underwritten Offering Notice to the Company) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have three Business Days (or two Business Days in the case of an underwritten “bought deal” or “block trade”) from the date that such notice is given to them to notify the Company in writing of the number of Registrable Securities proposed held by such Holder that they want to be sold included in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after Upon receipt of any an Underwritten Demand Offering Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) as soon as reasonably practicable use its reasonable best efforts to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in facilitate such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementOffering.

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) 2.1.1 or 2.1(b)2.1.2, any Holder Anchor Investor, BowX Investor, or Windmill Investor may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering underwritten offering that is registered pursuant to such Registration Statement Statement, including a Block Trade (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds proceeds, net of underwriting discounts and commissions, in excess of $50,000,000 50 million (the “Minimum Takedown Threshold”) from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but Offering, provided that the total offering price is reasonably expected to exceed $25 million in no event less than $10,000,000 in aggregate gross proceedsthe aggregate. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five four (54) Business Days days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata Pro Rata calculations in Section 2.1(e)subsection 2.1.5, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice, or, in the case of a Block Trade, as provided in Section 2.6. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) ), and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c)2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall In any twelve (12) month period, the Company shall not be obligated to effect more than (x) more than an aggregate of three (3) Underwritten Offerings Registrations pursuant to an Underwritten Demand or Underwritten Offering initiated by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and BowX Investors, (y) more than two an aggregate of three (23) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering Registrations pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested or an Underwritten Offering initiated by the Requesting Holders Windmill Investors and (z) an aggregate of three (3) Registrations pursuant to an Underwritten Demand or an Underwritten Offering initiated by the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been soldAnchor Investors, in accordance each case, with Section 3.1 respect to any of this Agreementall Registrable Securities.

Underwritten Offering. At If the Company initiates an underwritten offering of Common Shares for the Company’s own account and the managing underwriter advises the Company and Investor in writing that in its reasonable and good faith opinion the number of Common Shares proposed to be included in such registration, including all Registrable Securities and all other Common Shares proposed to be included in such underwritten offering, exceeds the number of Common Shares which can be sold in such offering and/or that the number of Common Shares proposed to be included in any time and from time such registration or takedown would adversely affect the price per Common Share to time following be sold in such offering, the effectiveness of Company shall include in such registration or takedown (i) first, the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request Common Shares that the Company proposes to sell all or for its own account; (ii) second, the Common Shares requested to be included therein by Holders, allocated among such Holders on a portion of their Registrable Securities (a “Demanding Holder”) pro rata basis in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of accordance with the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities owned by such Holder or in such manner as they shall otherwise agree; and (iii) third, the Common Shares requested to be included therein by holders of Common Shares other than holders of Registrable Securities, allocated among such holders on a pro rata basis; provided that in any event the Holders of Registrable Securities shall be entitled to register the offer of, and sell or distribute, a percentage of the securities to be included in any such registration or takedown equal to the lesser of (x) 20% or (y) the pro rata fully diluted equity ownership percentage in the Company that Investor has immediately prior to such registration or takedown. If an underwritten offering of Common Shares is initiated on behalf of a holder of Common Stock other than the Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticeoffering, the Company shall give written notice include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such requested Underwritten Offering (registration or takedown and by the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) andSecurities, subject to reductions consistent with the allocated pro rata calculations in Section 2.1(e), shall include in among all such Underwritten Offering all Registrable Securities with respect to which holders on the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent basis of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such number of shares of Common Stock other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders (on a fully diluted, as converted basis) and the Demanding Holders number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be registered on behalf included therein by other holders of the Requesting Holders and the Demanding Holders Common Stock, allocated among such holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementmanner as they may agree.

Underwritten Offering. At any time and from time Any Holder who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Registration Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give provide all Holders written notice of the request, which notice shall inform such requested Underwritten Offering Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the “Company Underwritten Demand Notice”size of the offering) to all other Holders will be approved by, the holders of a majority of the Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to an Underwritten Demand shall not be counted for the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such purposes unless underwritten offering. Notwithstanding the foregoing, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriters or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 30 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time to time following Following the effectiveness expiration of the Registration Statement required by subsection 2.1(a) Lockup Period and the Private Placement Lockup Period, as applicable, a majority in interest of the iLearningEngines Insiders, a majority in interest of the holders of Founder Shares or 2.1(ba majority in interest of the holders of Private Placement Warrants (or underlying securities), any Holder may request respectively, may, subject to sell all or the provisions of subsection 2.2.4 and Section 3.4 hereof, advise the Company as part of a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering Demand Registration that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all the offering of the Registrable Securities held by pursuant to such Holder Demand Registration shall be in such the form of an Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for Offering, including a Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering shall be made by giving written notice to if the Company (aggregate gross proceeds of the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold by the Demanding Holders in the such Underwritten Offering, either individually or together with other Demanding Holders, is reasonably expected to exceed $10,000,000. The right of such Demanding Holders or Requesting Holder(s) (if any) to include their Registrable Securities in such Underwritten Offering and the expected price range shall be conditioned upon such Demanding Holders’ or Requesting Holder(s)’ (net of underwriting discounts and commissionsif any) of participation in such Underwritten Offering. Within five The Company and all such Demanding Holders or Requesting Holder(s) (5if any) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested proposing to distribute their Registrable Securities through an Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company under this subsection 2.2.3 shall enter into an underwriting agreement in a form as is customary in form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offerings of securities Offering by the Company with majority-in-interest of the managing Underwriter or Underwriters selected by the initiating Demanding Holders initiating the Demand Registration with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than (i) an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by at the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders demand of the Sponsor and the Arrowroot Insiders and (yii) more than two an aggregate of three (23) Underwritten Offerings per year pursuant to this subsection 2.1(c)at the demand of the iLearningEngines Insiders, which for the avoidance of doubt would count as a demand registration under Subsection 2.2.1; provided, howeverthat if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, that such Underwritten Offering will not be counted as an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with this Section 3.1 of this Agreement2.2.3.

Underwritten Offering. At any time and from time Any holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering underwritten offering; PROVIDED that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(si) (a) reasonably expect aggregate gross proceeds in excess the Electing Holders of at least $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all in aggregate principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and PROVIDED FURTHER that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give provide all holders of Registrable Securities written notice of the request, which notice shall inform such requested Underwritten Offering holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Company Underwritten Demand Notice”size of the offering) to all other Holders will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; PROVIDED, HOWEVER, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No holder may participate in any underwritten offering contemplated hereby unless (a) such holder agrees to sell such holder's Registrable Securities to be included in the “Requesting Holders”underwritten offering in accordance with any approved underwriting arrangements, (b) such holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such holder is not then an Electing Holder, such holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to reductions consistent with the pro rata calculations in Section 2.1(e)4 hereof, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Noticeexpenses of their own counsel. The Company shall enter into pay all expenses customarily borne by issuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwriting agreement underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in a form as is customary in Underwritten Offerings of securities by connection with an underwritten offering, the Company with may delay the managing Underwriter filing of any such amendment or Underwriters selected by the initiating Demanding Holders with the written consent of supplement for up to 90 days if the Company is in possession of material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (such consent not to be unreasonably withheld, delayed financial or conditionedotherwise) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders its subsidiaries, taken as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementwhole.

Underwritten Offering. At any time Subject to the provisions of subsection 2.2.4 and from time to time Section 3.4 hereof, following the effectiveness expiration of the Lock-up Period, the Sponsor Lock-up Period and the Xxxx Insider Lock-Up Period, as applicable, a majority in interest of the Demanding Holders may advise the Company as part of a Demand Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all the offering of the Registrable Securities held by pursuant to such Holder Demand Registration shall be in such the form of an Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for Offering, including a Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering shall be made by giving written notice to if the Company (aggregate gross proceeds of the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold by the Demanding Holders in the such Underwritten Offering, either individually or together with other Demanding Holders, is reasonably expected to exceed $30,000,000. The right of such Demanding Holders or Requesting Holder(s) (if any) to include their Registrable Securities in such Underwritten Offering and the expected price range shall be conditioned upon such Demanding Holders’ or Requesting Holder(s)’ (net of underwriting discounts and commissionsif any) of participation in such Underwritten Offering. Within five The Company and all such Demanding Holders or Requesting Holder(s) (5if any) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested proposing to distribute their Registrable Securities through an Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company under this subsection 2.2.3 shall enter into an underwriting agreement in a form as is customary in form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offerings of securities Offering by the Company with majority-in-interest of the managing Underwriter or Underwriters selected by the initiating Demanding Holders initiating the Demand Registration with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than (i) an aggregate of three (3) Underwritten Offerings at the demand of the Sponsor and the Xxxx Insiders and (ii) an aggregate of three (3) Underwritten Offerings at the demand of the NKGen Insiders; provided, that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not be counted as an Underwritten Offering pursuant to an Underwritten Demand by this Section 2.2.3; provided, further, the Holders under this subsection 2.1(c) with respect Company shall not be obligated to any or all Registrable Securities held by such Holders and effect (yx) more than an aggregate two (2) Underwritten Offerings per year in any 12-month period or (y) any Underwritten Offering requested by a Demanding Holding within sixty (60) days after the closing of a prior Underwritten Offering. For the avoidance of doubt, any Registration effected pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering 2.2.3 shall be counted as a demand for a Demand Registration pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement2.2.1 hereof.

Underwritten Offering. At Subject to Section 2.1.4, Section 2.1.5 and Section 2.3, at any time and from time to time following after (x) one (1) year after the effectiveness Closing, the Holders of the Registration Statement required by subsection 2.1(aRegistrable Securities representing a majority-in-interest of Registrable Securities issued and outstanding (on a fully diluted basis) or 2.1(b(y) 180 days after the Closing, Season Smart (the holders contemplated by clauses (x) or (y), any Holder as applicable, the “Demanding Holders”) may request to sell make a written demand for Registration under the Securities Act of all or a portion part of their its Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”)Offering, provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all offering of the Registrable Securities held by such Holder in Holders shall involve gross proceeds reasonably expected to equal or exceed $50,000,000 and, with respect to Season Smart pursuant to clause (y) only, such Underwritten Offering but in no event less Registrable Securities does not exceed more than $10,000,000 in aggregate gross proceeds10% of the outstanding shares of the Company. All requests Any demand for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in and the intended method(s) of distribution thereof. The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering (each such Holder that includes all or a portion of such Holder’s Registrable Securities with respect to which in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company has received written requests for inclusion thereinCompany, in writing, within five (5) days after sending the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Underwritten Demand NoticeOffering and the Company shall use commercially reasonable efforts to effect, as soon thereafter as practicable, the offering of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Underwritten Offering. The Company shall not be obligated to effect more than an aggregate of two (2) Underwritten Offerings annually for all Demanding Holders under clause (x) of this Section 2.1.3 or three (3) Underwritten Offerings annually for all Demanding Holders under clause (y) of this Section 2.1.3. Notwithstanding anything in this Section 2.1.3, the Company shall not be obligated to effect an Underwritten Offering, (i) if a Piggyback Registration for all Registrable Securities that the Demanding Holder(s) intend(s) to include in an Underwritten Offering had been available to such Demanding Holder(s) within the ninety (90) days preceding the date of request for the Underwritten Offering, or (ii) during any period (not to exceed ninety (90) days) following the closing of the completion of an offering of equity securities by the Company if such Underwritten Offering would cause the Company to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering. The Demanding Holder(s) and Requesting Holder(s) shall enter into an underwriting agreement in a customary form as is customary in with the Underwriter(s) selected for such Underwritten Offerings of securities Offering by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not and reasonably acceptable to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementHolders.

Underwritten Offering. At any time and from time The Electing Holders who desire to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may sell Registrable Securities in an underwritten offering upon request to sell all the Company. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all majority of the Registrable Securities held by such Holder to be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an Underwritten Offering pursuant (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand the Company and (ii) the Company shall not be counted obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such purposes unless Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock- up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 3(o) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities requested by outstanding to prepare and file an amendment or supplement to the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Shelf Registration Statement have been soldand Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Company in accordance with Section 3.1 of this Agreementgood faith has a valid business reason for such delay.

Underwritten Offering. At If (i) on or prior to the Effectiveness Date, a Shelf Registration Statement has not been filed with and declared effective by the Commission or (ii) at any time and from time to time following during the effectiveness of the Effectiveness Period there is not an effective Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell covering all of the Registrable Securities held including by such Holder reason of (x) the Shelf Registration Statement ceasing to be effective or (y) the Holders being otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement for more than 10 days, whether or not consecutive, in such Underwritten Offering but in no event less any 90-day period, or for more than $10,000,000 20 days, whether or not consecutive, during any 12-month period (for purposes of clause (y), not counting days during which the Company is entitled to and has properly suspended use of the Prospectus pursuant to Section 3(d) hereof), then Holders of at least 33-1/3% in aggregate gross proceeds. All requests for principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall have the right to request an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number underwritten offering, and any Holder of Registrable Securities proposed who desires to be sold do so may sell Registrable Securities (in the Underwritten Offering and the expected price range (net of underwriting discounts and commissionswhole or in part) in such underwritten offering; provided that at least such aggregate principal amount of such Underwritten OfferingRegistrable Securities shall be included in such offering. Within five (5) Business Days after Upon receipt of any Underwritten Demand Noticesuch a request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) such Holder returns a completed and signed Selling Shareholders Questionnaire to the Company within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 5 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Offering pursuant underwritten offering, including but not limited to an Underwritten Demand shall not be counted for filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3 hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the managing underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Electing Holders of Registrable Securities (written notice of the “Requesting Holders”) andrequest, subject which notice shall inform such Electing Holders that they have the opportunity to reductions consistent with participate in the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Noticeoffering. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with may furnish any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect notice to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year Holder pursuant to this subsection 2.1(c)Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At (i) If any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held covered by the Shelf Registration are to be sold in an underwritten public offering, one or more Holders intending to pursue such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering underwritten offering (the “Requesting Holders”) shall be made by giving written deliver a notice to the Company of such intent (the “Underwritten Demand Holder Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering , and the expected price range within ten (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (510) Business Days after receipt of any Underwritten Demand Noticethe notice of intent from such Holder for an underwritten offering, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Underwriting Notice”) of such notice of intent to all other Holders and such other Holders shall be entitled to include in such an underwritten offering all or part of their respective Registrable Securities by notice to the Company for inclusion therein within fifteen (15) Business Days after the Underwriting Notice is given. All notices made pursuant to this Section 3.1(f) shall specify the aggregate number of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Noticebe included. The Company shall enter into agrees to cooperate with any such request for an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not underwritten offering and to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions in connection therewith as are requested provided in Section 3.2(p); provided that (x) the Holder Notice must be delivered by Requesting Holders that hold in the aggregate at least ten percent (10%) of the then outstanding Registrable Securities and (y) the Registrable Securities to be included in such underwritten public offering shall have an aggregate value equal to or greater than fifty million dollars ($50,000,000), based upon the Closing Price as of the date of receipt of the Holder Notice by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c)Company; and provided, subject to Section 3.3 and Article IVfurther, the underwriting agreement into which each Holder and that the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company not be obligated to effect (x) more than four (4) underwritten offerings hereunder; and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an aggregate of three underwritten offering within ninety (390) Underwritten Offerings pursuant to days following the last date on which an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year underwritten offering was effected pursuant to this subsection 2.1(c)Section 3.1(f) or if longer, the length of any lock-up required by the underwriters in the prior underwritten offering; and provided, howeverfurther, that an Underwritten Offering pursuant to an Underwritten Demand the Company shall not be counted for such purposes unless a Registration Statement obligated to effect, or take any action to effect, an underwritten offering if the Company responds to the Holder Notice with an indication that may be available at such time the Company has become effective and all the good faith intention to commence, within 90 days of the Registrable Securities requested by the Requesting Holders and the Demanding Holders Holder Notice, an underwritten primary offering to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been soldwhich Section 3.5 will apply, in accordance with which case the Holders may not request an underwritten offering pursuant to this Section 3.1 of 3.1(f) during such 90-day period (the Company may not exercise its rights under this Agreementproviso more than one time during any 12-month period).

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) the Company shall have agreed to an underwritten offering, it being understood that the Company may in its sole discretion refuse to undertake an underwritten offering; (aii) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (iii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceedsoffering. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to reductions consistent with the pro rata calculations in Section 2.1(e)4 hereof, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings expenses of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.their own

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount at maturity of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering) and (ii) at least $150 million aggregate principal amount at maturity of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided, further, that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time to time In the event that following the effectiveness expiration of the applicable lockup period, any Investor or group of Investors elects to dispose of Registrable Securities under a Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request pursuant to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering of all or part of such Registrable Securities that is are registered pursuant to by such Registration Statement (an the “Underwritten DemandDemand Registration”), provided that such Holder(s) (a) and reasonably expect expects aggregate gross proceeds in excess of $50,000,000 5,000,000 (the “Minimum Amount”) from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to Offering, then the Company shall, upon the written demand of such Investor or group of Investors (any such Stockholder a “Demanding Holder” and, collectively, the “Underwritten Demand NoticeDemanding Holders”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities by the Company with the managing Underwriter or Underwriters selected by the initiating Company after consultation with the Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than (i) one (1) Underwritten Offering at the request of Demanding Holders that are a member of the Sponsor Group, and (ii) one (1) Underwritten Offering at the request of Demanding Holders that are not members of the Sponsor Group. The Company shall give prompt written notice to each other Investor regarding any such proposed Underwritten Offering, and such notice shall offer such Stockholder the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Investor may request. Each such Investor shall make such request in writing to the Company within five (5) Business Days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Investor. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV2.1.3, the underwriting agreement into which each Demanding Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Section 5.05) and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of equity securities. Under no circumstances No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company be obligated or the Underwriters other than representations, warranties or agreements regarding such Demanding Holder’s authority to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant enter into such underwriting agreement and to an Underwritten Demand by sell, and its ownership of, the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be securities being registered on behalf its behalf, its intended method of the Requesting Holders distribution and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementany other representation required by law.

Underwritten Offering. At In the event that any time and from time Holder elects to time following the effectiveness dispose of the Registrable Securities under a Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request pursuant to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering of all or part of such Registrable Securities that is are registered pursuant to by such Registration Statement Statement, then the Company shall, upon the written demand of Holders desiring to sell Registrable Securities with a value of more than $10,000,000 (an the “Underwritten DemandDemanding Holders”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with Holders, subject to the written consent of the Company (such Company, which consent shall not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c)addition, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Holder may request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder. Each Holder proposing to distribute its Registrable Securities through an Underwritten Offering pursuant to this Section 3(c) shall enter into an underwriting agreement with the underwriters, which underwriting agreement shall contain such representations, covenants, indemnities (subject to Section 8) and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of equity securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant no such Holder shall be required to an Underwritten Demand make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding anything else in this Section 3, the Company shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of obligated to effect more than (i) three Underwritten Offerings in any calendar year or (ii) two Underwritten Offering in any rolling six-month period. If the Registrable Securities requested by managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advise the Requesting Holders Company and the Demanding Holders to be registered on behalf that the dollar amount or number of the Requesting Holders and Registrable Securities that the Demanding Holders desire to sell, taken together with all other Registrable Securities or other equity securities that the Company or any other Holder desires to sell and the Holdco Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Registration Statement have been soldUnderwritten Offering, in accordance with Section 3.1 of this Agreement.as follows:

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 50% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering; and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering underwritten offering; provided that is registered no Holder of Registrable Securities may sell its Registrable Securities in an underwritten offering pursuant to such the Shelf Registration Statement (an “Underwritten Demand”)without the prior written consent of the Company, provided that such Holder(sfurther (i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceedsoffering. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of shall, if and only if it determines to permit such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to underwritten offering, provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) will be approved by, the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to reductions consistent with the pro rata calculations in Section 2.1(e)4 hereof, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Noticeexpenses of their own counsel. The Company shall enter into pay all expenses customarily borne by issuers in an underwriting agreement underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a form as is customary in Underwritten Offerings of securities by request from the Company with the managing Managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent a representative of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition holders of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At The Holders of Securities covered by the Shelf Registration Statement who desire to do so may sell such Securities in an underwritten offering. In any time such underwritten offering, the investment banker or bankers and from time to time following manager or managers that will administer the effectiveness offering will be selected by, and the underwriting arrangements with respect thereto will be approved by, the Holders of a majority of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request Securities to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an Underwritten Offering pursuant (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand the Company and the Trust and (ii) the Company shall not be counted obligated to arrange for more than one underwritten offering during the Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless such purposes unless a Registration Statement that may be available Holder (a) agrees to sell such Holder's Securities in accordance wixx xxx approved underwriting arxxxxxxents, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, (c) at such time has become effective and all least 30% of the Registrable then-outstanding Securities requested by are included in such underwritten offering, and (d) if such Holder is not then an Electing Holder, such Holder provides the Requesting Holders Company and the Demanding Holders Trust with such information as they shall reasonably request in order to be registered on behalf enable the Company and the Trust to comply with the applicable requirements of the Requesting Securities Act in connection with offers and sales by such Holder as a selling securityholder in the underwritten offering within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementselling securityholders.

Underwritten Offering. At Subject to any time and from time to time following the effectiveness contractual obligations of the Registration Statement required Company and its Affiliates, one or more nationally recognized and qualified underwriters (collectively, the “underwriter”) for any Qualified IPO shall be selected (x) by subsection 2.1(aManheim (in good faith consultation with Providence), if the Qualified IPO is initiated in accordance with Section 4.5(a)(i) by Manheim or Providence, or if the Qualified IPO is initiated by Manheim in accordance with Section 4.5(a)(ii) or 2.1(b), any Holder may request in response to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered Liquidity Request pursuant to such Registration Statement Sections 4.5(c) and (an “Underwritten Demand”f), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering ; or (by) reasonably expects to sell all of by Providence (in good faith consultation with Manheim) if the Registrable Securities held Qualified IPO is initiated by such Holder Providence in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”accordance with Section 4.5(a)(ii). Each Underwritten Demand Notice The underwriter, after discussion with the Company, shall specify determine the approximate maximum number of Registrable Securities proposed to be sold included in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticeregistration, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent this Section 7.1(b), the number of such Registrable Securities which shall be Company Registrable Securities and, if the underwriter so determines, the number of Registrable Securities which are available for Holders to include in the registration. To the extent that the underwriter advises the Company that Holders may include Registrable Securities in such registration, the right of any Holder or the Company to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting. All Holders and the Company, if applicable, proposing to distribute Registrable Securities through such underwriting shall (together with the pro rata calculations Company as provided in Section 2.1(e7.1(e)(v), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings with the underwriter selected for such underwriting. Notwithstanding any other provision of securities by this Section 7.1, if the underwriter advises the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent in writing that, in its good faith determination, marketing factors require a limitation of the Company (such consent not number of shares to be unreasonably withheldunderwritten, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and then the Company shall enter so advise all Holders of Registrable Securities which would otherwise be permitted to include shares in the offer, if any, of the number of shares of Registrable Securities that may be included in the underwriting as so advised by the underwriter, and such shares shall contain such representations, covenants, indemnities and other rights and obligations of be allocated among the Company and such Holders all participating Holders, if any, as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.follows:

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect any Holders of at least $100,000,000 in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held by that has returned a completed and signed Notice and Questionnaire in accordance with the provisions of this Agreement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an Underwritten Offering pursuant such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with the provisions of this Agreement within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 5 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including, but not be counted for limited to, filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(q) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the managing underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of included in an underwritten offering to prepare and file an amendment or supplement to the Requesting Holders and the Demanding Holders in such Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to ninety (90) days if the Company shall have been sold, determined in accordance with Section 3.1 of this Agreementgood faith a valid business reason exists for such delay.

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds Subject to any applicable restrictions on transfer in excess the Investment Agreements or otherwise, AE, Xxxx (to the extent AE or Xxxx hold Registrable Securities) or holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all a majority of the Registrable Securities held by then outstanding may, after the Resale Shelf Registration Statement, or a Subsequent Shelf Registration Statement, becomes effective, and so long as the Shelf Registration Statement, or a Subsequent Shelf Registration Statement, remains effective at such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving time, deliver a written notice to the Company (the “Underwritten Demand Offering Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Shelf Registration Statement is intended to be conducted through an underwritten offering (the “Underwritten Offering”). Each Underwritten Demand Notice shall specify ; provided, that the approximate number Holders of Registrable Securities proposed to be sold in may not, without the Company’s prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $20,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than one (1) Underwritten Offering at the request of the Holders within any twelve (12) month period, or (iii) launch an Underwritten Offering within the period commencing twenty (20) days prior to and the expected price range ending two (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (52) Business Days after following the Company’s scheduled earnings release date for any fiscal quarter or year (or such shorter period as is the Company’s customary “blackout window” applicable to directors and officers). Upon receipt of any a request for an Underwritten Demand NoticeOffering, the Company shall give written notice notify all Holders of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) request and, subject to reductions consistent with the pro rata calculations in Section 2.1(e1.7(c), shall include in such Underwritten Offering all shares of Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditionedsold by Holders responding to such notice. (b) and shall take all such other reasonable actions as are requested by In the managing Underwriter or Underwriters in order to expedite or facilitate the disposition event of such Registrable Securities. In connection with any an Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IVOffering, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations Holders of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all majority of the Registrable Securities requested by participating in an Underwritten Offering shall select the Requesting Holders and managing underwriter(s) to administer the Demanding Holders Underwritten Offering; provided, that the choice of such managing underwriter(s) shall be subject to be registered on behalf the consent of the Requesting Holders and Company, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that in making the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.determination

Underwritten Offering. At any time and from time If, pursuant to time following written notice delivered to the effectiveness Company by the Holders of a majority in aggregate liquidation amount of the Registration Statement required by subsection 2.1(a) or 2.1(b)Preferred Securities, any Holder may request to sell all a majority in aggregate principal amount of the Debentures or a portion majority of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is Holders of the Common Stock, as the case may be, registered pursuant to a Shelf Registration, such Registration Statement (an “Underwritten Demand”)Holders so elect, provided that the offer and sale of any such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall Preferred Securities, Debentures and/or Common Stock may be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold effected in the Underwritten Offering form of an underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticearrangements with respect thereto will be approved by, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)Company; provided, however, that an Underwritten Offering pursuant such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand shall not be counted for such purposes unless the Holders of a Registration Statement that may be available at such time has become effective and all majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders included in such offering. The Company shall not, in any event, be obligated to arrange for more than one underwritten offering during the Shelf Registration Statement have been sold, Period. No Holder may participate in any underwritten offering contemplated hereby unless (i) such Xxxxxx (a) agrees to sell such Xxxxxx's Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (ii) at least 20% of the outstanding Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Trust and the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3.1 3(n) hereof, upon receipt of this Agreementa request from the Managing Underwriter or a representative of Holders of a majority of the Securities outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Company in good faith has a valid business reason for such delay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 50% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a properly completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time to time following If an Eligible Holder so elects, the effectiveness offering of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion part of their such Eligible Holder’s Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to Section 9.1(b) hereof shall be in the form of an underwritten offering and such Registration Statement (an “Underwritten Demand”), Eligible Holder shall have the right to select the managing underwriters and any additional investment bankers and managers to be used in connection with the offering; provided that such Holder(s) (a) managing underwriters and additional investment bankers must be reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects satisfactory to sell all the Company. If Registrable Securities that are the subject of the Registrable Securities held by such Holder registration statement filed in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed accordance with Section 9.1(b) hereof are to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticean underwritten offering, the Company shall give written notice of such requested Underwritten Offering will (i) file any prospectus supplement or amendment that is required to permit the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities to be sold in an underwritten offering and promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) or counsel to the applicable Eligible Holder reasonably requests to be included therein and (the “Requesting Holders”ii) andenter into and perform its obligations under a customary underwriting agreement relating to that underwritten offering, subject to reductions consistent with the pro rata calculations in Section 2.1(e)which will contain customary representations, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereinwarranties, within five (5) days after sending the Company Underwritten Demand Noticeprovisions regarding allocations of expenses, closing conditions and indemnities. The Company shall enter into will cause to be furnished, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an underwriting agreement opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in a form and substance as is customary customarily given to underwriters in Underwritten Offerings an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of securities by such date, from the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent independent registered public accountants of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been soldCompany, in accordance with Section 3.1 of this Agreementform and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

Underwritten Offering. At If any time and from time Initiating Holder intends to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of distribute the Registrable Securities held covered by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for its request by means of an Underwritten Offering underwritten offering, then it shall be made by giving written notice to so advise the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number as a part of Registrable Securities proposed its request made pursuant to be sold in the Underwritten Offering this Section 1.2 and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such requested Underwritten Offering Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the “Company Underwritten Demand Notice”Initiating Holder(s) and such Holder) to all other the extent provided herein. All Holders of Registrable Securities (the “Requesting Holders”) and, subject proposing to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in distribute their securities through such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company underwritten offering shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter underwriter or Underwriters underwriters selected by the initiating Demanding Holders with the written consent of the Company (for such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless of a Registration Statement that may be available at such time has become effective and all majority of the Registrable Securities requested being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwritten offering shall be reduced as required by the Requesting underwriter(s) and allocated among the Holders and on a pro rata basis according to the Demanding Holders to be registered on behalf number of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.Registrable

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds The Holders of Registrable Securities covered by the Shelf Registration Statement who desire to do so may sell such Registrable Securities in excess an underwritten offering in accordance with the conditions set forth below. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by, the Holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all a majority of the Registrable Securities held by such Holder to be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an Underwritten Offering pursuant (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand the Company and AnnTaylor and (ii) neither the Company nor AnnTaylor shall not be counted obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such purposes unless Holder (i) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (ii) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (iii) at least 30% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company and AnnTaylor for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities requested by outstanding to prepare and file an amendment or supplement to the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and AnnTaylor may delay the filing of any such amendment or supplement for up to 90 days if the Company and AnnTaylor in good faith have been sold, in accordance with Section 3.1 of this Agreementa valid business reason for such delay.

Underwritten Offering. At any time and from time Any Electing Holder who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) do so may sell its Registrable Shares (in whole or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in part) in an Underwritten Offering underwritten offering under the Shelf Registration Statement; provided that is registered pursuant to such (i) the Electing Holders of at least 25% of the Registrable Shares then covered by the Shelf Registration Statement (the "Requisite Holders") shall request such an “Underwritten Demand”), provided that offering and (ii) at least such Holder(s) (a) reasonably expect aggregate gross proceeds in excess number of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder Shares shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Shelf Registration Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give provide all Electing Holders of Registrable Shares written notice of the request, which notice shall inform such requested Underwritten Offering (Electing Holders that they have the “Company Underwritten Demand Notice”) opportunity to all other participate in the offering. The Requisite Holders of Registrable Securities (shall designate the “Requesting Holders”) andmanaging underwriter for such underwritten offering, subject to reductions consistent with the pro rata calculations in Section 2.1(e)approval of the Company, which approval shall include in not be unreasonably withheld or delayed. If requested by the underwriters for any such Underwritten Offering all Registrable Securities with respect underwritten offering pursuant to which the Company has received written requests for inclusion thereinShelf Registration Statement, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an a customary underwriting agreement with such underwriter or underwriters. No Electing Holder may participate in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company any underwritten offering contemplated hereby unless (a) such consent not Holder agrees to sell such Holder's Registrable Shares to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by included in the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, offering in accordance with Section 3.1 any approved underwriting arrangements, and (b) such Electing Holder completes and executes all reasonable and customary questionnaires, powers of this Agreementattorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements.

Underwritten Offering. At any time and from time Any other Holder shall have the right to time following the effectiveness withdraw such Xxxxxx’s request for inclusion of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their such Xxxxxx’s Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises the Company that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter advises the Company can be sold without having such material and adverse effect, with such number to be allocated (A) first, pro rata among the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify Selling Holders (based, for each such Selling Holder, on the approximate percentage derived by dividing (i) the number of Registrable Securities proposed to be sold by such Selling Holder in such offering; by (ii) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering) and (B) second, pro rata among any Other Holders who have requested participation in the Underwritten Offering and (based, for each such Other Holder, on the expected price range percentage derived by dividing (net i) the number of underwriting discounts and commissionsRegistrable Securities proposed to be sold by such Other Holder in such offering; by (ii) the aggregate number of Registrable Securities proposed to be sold by all Other Holders in such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Underwritten Offering. At any time and from time Any Electing Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that (i) the Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities shall request such Holder(san offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering. Upon receipt of such a request, the Company and the Trust shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including, subject to clause (ii) above, the size of the offering) will be approved by the Holders of a majority of the Registrable Securities to be included in such offering, provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and the Trust. No Holder may participate in any underwritten offering contemplated hereby unless (a) reasonably expect aggregate gross proceeds such Holder agrees to sell such Holdxx'x Xegistrable Securities to be included in excess of $50,000,000 from such Underwritten Offering or the underwritten offering in accordance with any approved underwriting arrangements, (b) reasonably expects such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holdxx xxxurns a completed and signed Notice and Questionnaire to sell all the Company and the Trust in accordance with Section 3(a)(2) hereof (but in no event later than 10 days prior to commencement of the underwritten offering) and provides to the Trust and the Company, in writing, any information with respect to such Holder or the Registrable Securities held by such Holder as is, in the reasonable opinion of counsel to the Trust or the Company, required under applicable law to enable such Underwritten Offering but Holder to use such Prospectus for resales of such Registrable Securities, each within a reasonable amount of time before such underwritten offering. The Holders participating in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering any underwritten offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of responsible for any underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) commissions and fees and, subject to reductions consistent with the pro rata calculations in Section 2.1(e)4 hereof, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings expenses of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.their own

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect aggregate gross proceeds in excess the Electing Holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all at least 33-1/3% of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less offering; and provided further that Invesco Mortgage Capital shall not be obligated to cooperate with more than $10,000,000 in aggregate gross proceedsone underwritten offering during the Effectiveness Period. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company Invesco Mortgage Capital shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to Invesco Mortgage Capital. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to Invesco Mortgage Capital in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. Invesco Mortgage Capital shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of included in an underwritten offering to prepare and file an amendment or supplement to the Requesting Holders and the Demanding Holders in such Shelf Registration Statement and Prospectus in connection with an underwritten offering, Invesco Mortgage Capital may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors or the CEO or CFO of Invesco Mortgage Capital shall have been sold, determined in accordance with Section 3.1 of this Agreementgood faith that Invesco Mortgage Capital has a bona fide business reason for such delay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect aggregate gross proceeds in excess the Electing Holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all at least 33-1/3% of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less offering; and provided further that OI Inc. shall not be obligated to cooperate with more than $10,000,000 in aggregate gross proceedsone underwritten offering during the Effectiveness Period. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company OI Inc. shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to OI Inc. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Xxxxxx’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Xxxxxx returns a completed and signed Notice and Questionnaire to OI Inc. in accordance with Section 3(a)(ii) within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4, expenses of their own counsel. The Company or OI Inc. shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including, but not be counted for limited to, filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(l), upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of included in an underwritten offering to prepare and file an amendment or supplement to the Requesting Holders and the Demanding Holders in such Shelf Registration Statement and Prospectus in connection with an underwritten offering, OI Inc. may delay the filing of any such amendment or supplement for up to 60 days if the Board of Directors or the Chief Executive Officer or Chief Financial Officer of OI Inc. shall have been sold, determined in accordance with Section 3.1 of this Agreementgood faith that OI Inc. has a bona fide business reason for such delay.

Underwritten Offering. At any time and from time to time following after the effectiveness expiration of the Registration Statement required by subsection 2.1(a) or 2.1(b)any lock-up to which a Holder’s shares are subject, if any, any Holder may request to sell all or a portion of their its Registrable Securities in an underwritten offering (any such Holder a “Demanding Holder” and, collectively, the “Demanding Holders”) in an Underwritten Offering that is registered pursuant to such Registration Statement a registration Item Terms statement, (an a “Shelf Underwritten DemandOffering”), provided that such Holder(s) (a) reasonably expect expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $50,000,000 50 million from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. • Under no circumstances shall the Company be obligated to effect (xi) more than an aggregate of three (3) Shelf Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with in respect to any or of all Registrable Securities held by such Holders and the Zegna Shareholders or (yii) more than two three (23) Shelf Underwritten Offerings per year pursuant in respect of all Registrable Securities by the Sponsor, the Other Class B Shareholders and the FPA purchaser, collectively. • The Company shall not be required to this subsection 2.1(c)include any Registrable Securities in any Shelf Underwritten Offering unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriter and complete and execute all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting. • The selection of the managing underwriter(s) of any Shelf Underwritten Offering shall be made by the Company, subject to the reasonable approval by the Demanding Holders. If the managing underwriter(s) advises the Company and the selling Holders that marketing factors require a limitation on the number of underwritten Registrable Securities that can be sold at an acceptable price, the number of Registrable Securities of each Holder requesting registration shall be scaled back on a pro rata basis based on the aggregate number of Registrable Securities requested to be sold by the selling Holders; provided, however, that any Company Ordinary Shares or other Equity Securities proposed to be sold by the Company will be included in such registration statement in priority to any Registrable Securities proposed to be sold by a Holder if the Board determines that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all offering by the Company is in the best interests of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementCompany.

Underwritten Offering. At any time and from time Any Electing Holder who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering underwritten offering, PROVIDED that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(si) (a) reasonably expect the Electing Holders of at least 25% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering, and PROVIDED FURTHER that the Company (the “Underwritten Demand Notice”)shall not be obligated to cooperate with more than one underwritten offering. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities (written notice of the “Requesting Holders”) andrequest, subject which notice shall inform such Holders that they have the opportunity to reductions consistent participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the pro rata calculations in Section 2.1(e), shall include Holders of a majority of the Registrable Securities to be included in such Underwritten Offering all offering; PROVIDED, HOWEVER, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with respect any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to which the Company has received written requests in accordance with Section 3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for inclusion therein, within five (5) days after sending the Company Underwritten Demand Noticeany underwriting discounts and commissions and fees and expenses of their own counsel. The Company shall enter into pay all expenses customarily borne by issuers in an underwriting agreement underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Sections 3(l) and 3(m) hereof, upon receipt of a form as is customary request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities to be included in Underwritten Offerings of securities by an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company with may delay the managing Underwriter filing of any such amendment or Underwriters selected by supplement for up to 90 days if the initiating Demanding Holders with the written consent Board of Directors of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations an executive officer of the Company and duly authorized for such Holders as are customary purpose) shall have determined in underwritten offerings of securities. Under no circumstances shall good faith that the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted has a valid business reason for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time to time following Following the effectiveness expiration of the Registration Statement required by subsection 2.1(a) FaZe Lock-up Period, the Founder Shares Lock-up Period or 2.1(bthe Private Placement Lock-up Period, as applicable, a majority in interest of the FaZe Insiders, a majority in interest of the holders of Founder Shares or a majority in interest of the holders of Private Placement Units (or underlying securities), any Holder may request respectively, may, subject to sell all or the provisions of subsection 2.2.4 and Section 3.4 hereof, advise the Company as part of a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering Demand Registration that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all the offering of the Registrable Securities held by pursuant to such Holder Demand Registration shall be in such the form of an Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for Offering, including a Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering shall be made by giving written notice to if the Company (aggregate gross proceeds of the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold by the Demanding Holders in the such Underwritten Offering, either individually or together with other Demanding Holders, is reasonably expected to exceed $40,000,000. The right of such Demanding Holders or Requesting Holder(s) (if any) to include their Registrable Securities in such Underwritten Offering and the expected price range shall be conditioned upon such Demanding Holders’ or Requesting Holder(s)’ (net of underwriting discounts and commissionsif any) of participation in such Underwritten Offering. Within five The Company and all such Demanding Holders or Requesting Holder(s) (5if any) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested proposing to distribute their Registrable Securities through an Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company under this subsection 2.2.3 shall enter into an underwriting agreement in a form as is customary in form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offerings of securities Offering by the Company with majority-in-interest of the managing Underwriter or Underwriters selected by the initiating Demanding Holders initiating the Demand Registration with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than (i) an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by at the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders demand of the Sponsor and the BRPM Insiders and (yii) more than two an aggregate of three (23) Underwritten Offerings per year pursuant to this subsection 2.1(c)at the demand of the FaZe Insiders, which for the avoidance of doubt would count as a demand registration under Subsection 2.2.1; provided, howeverthat if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, that such Underwritten Offering will not be counted as an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with this Section 3.1 of this Agreement2.2.3.

Underwritten Offering. At any time and from time to time following During the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b)Effectiveness Period, any Holder of Registrable Securities who desires to do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering offering, but in no event less than $10,000,000 in 40,000,000 aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to principal amount of Registrable Securities; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Electing Holder who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”)underwritten offering, provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 25% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering, and provided, further, that the Company (the “Underwritten Demand Notice”)shall not be obligated to cooperate with more than one underwritten offering. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities (written notice of the “Requesting Holders”) andrequest, subject which notice shall inform such Holders that they have the opportunity to reductions consistent participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by, the pro rata calculations in Section 2.1(e), shall include Holders of a majority of the Registrable Securities to be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the following sentence, expenses of their own counsel. The Company will pay the fees and expenses of a single counsel selected by a plurality of all Electing Holders who own an Underwritten Demand shall aggregate of not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all less than twenty-five percent (25%) of the Registrable Securities requested included in the underwritten offering. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the Requesting fees and disbursements of its counsel and accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Sections 3(l) and 3(m) hereof, upon receipt of a request from the Managing Underwriters or a representative of Holders and of a majority of the Demanding Holders Registrable Securities to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company (or an executive officer of the Demanding Holders Company duly authorized for such purpose) shall have determined in good faith that the Company has a valid business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Electing Holders of Registrable Securities (written notice of the “Requesting Holders”) andrequest, subject which notice shall inform such Electing Holders that they have the opportunity to reductions consistent with participate in the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Noticeoffering. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with may furnish any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect notice to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year Holder pursuant to this subsection 2.1(c)Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such under­written offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disburse­ments of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least $167,000,000 in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held by shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to an Underwritten Demand the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Holder then able to time following the effectiveness of the effect a Demand Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”)Section 2 shall have the option and right, provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held exercisable by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving delivering written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of its intention to distribute Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net by means of underwriting discounts and commissions) of such an Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, to require the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) andCompany, subject to reductions consistent with the pro rata calculations in Section 2.1(e)provisions of Sections 2 and 3 hereof, shall include in such to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering all pursuant to a new Demand Registration. Any Holder shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities with respect by means of an Underwritten Offering, to which require the Company has received written requests for inclusion thereinCompany, within five (5subject to the provisions of Sections 2 and 3 hereof, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to an existing effective Registration Statement covering such Registrable Securities. All such Demanding Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(e) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a customary form as is customary in with the Underwriter(s) selected for such Underwritten Offerings of securities Offering by the Company with majority-in-interest of the managing Underwriter or Underwriters selected by the initiating Demanding Holders with initiating the written consent of Underwritten Offering, which Underwriter(s) must be reasonably satisfactory to the Company. Notwithstanding the foregoing, the Company (such consent is not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (xi) an Underwritten Offering pursuant to this Section 2(e), unless the Demand Registration is made following the three-year anniversary of the Effective Date; (ii) an Underwritten Offering pursuant to this Section 2(e), unless the dollar amount of the Registrable Securities of the Demanding Holder(s) and their respective Affiliates to be included therein is reasonably likely to result in gross sale proceeds of at least $25 million based on the five (5)-day volume weighted average price as of the date of the Demand Registration; (iii) an Underwritten Offering pursuant to this Section 2(e), if the Company has already effected five (5) Underwritten Offerings requested by the same Demanding Holder(s) and their respective Affiliates; (iv) more than an aggregate of one (1) Underwritten Offering within any three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any 3)-month period or all Registrable Securities held by such Holders and (yv) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective the same Demanding Holder(s) and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementtheir respective Affiliates within any twelve (12)-month period.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Holders of at least 331/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in offering; and provided further that no event less than $10,000,000 in aggregate gross proceedsunderwritten offering may be conducted without the prior agreement of the Company. All requests for an Underwritten Offering shall be made Upon receipt of such a request and consent by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticerequest, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the Majority Holders to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an Underwritten Offering pursuant such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand shall not be counted for the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such purposes unless a Registration Statement that may be available at Holder agrees to sell such time has become effective and all of the Holder's Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of included in the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with this Agreement within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 3.1 2.2 hereof, expenses of this Agreementtheir own counsel.

Underwritten Offering. At any time and from time to time following the effectiveness Upon receipt of the Registration Statement required by subsection 2.1(a) or 2.1(b)Company’s prior written consent, any Holder of Registrable Securities who desires to do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33 1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceedsoffering. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Xxxxxx’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Xxxxxx returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay. For the avoidance of doubt, the determination by the Requesting Holders and Company to consent to an underwritten offering shall be in the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementCompany’s sole discretion.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 50% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held initially covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceedsoffering. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At With respect to any time and from time offering of Registrable Securities pursuant to time following a Demand Registration in the effectiveness form of an Underwritten Offering, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holder shall be included in such Demand Registration unless the Underwriter or managing Underwriter selected in accordance with Section 2.4 hereof, advises the Requesting Holder in writing that the inclusion of such securities will not adversely affect the price or success of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement offering (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand NoticeAdverse Effect”). Each Underwritten Demand Notice shall specify Furthermore, in the approximate number event that the Underwriter or managing Underwriter, advises the Requesting Holder in writing that the amount of Registrable Securities proposed to be sold included in the Underwritten Offering such Demand Registration by Requesting Holders and the expected price range Joining Holders is sufficiently large (net even after exclusion of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt all securities of any Underwritten Demand Noticeother Person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders number of Registrable Securities (the “to be included in such Demand Registration shall be allocated among all such Requesting Holders”) and, subject to reductions consistent with the Holders and Joining Holders pro rata calculations in Section 2.1(e), shall include based on the ratio of the number of Registrable Securities that each such Holder requested to be included in such Underwritten Offering all Demand Registration to the total number of Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding that all Requesting Holders with the written consent of the Company (such consent not and Joining Holders requested to be unreasonably withheld, delayed or conditioned) and shall take all included in such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)Registration; provided, however, that an Underwritten Offering pursuant to an Underwritten Demand if, as a result of such pro-ration, any Requesting Holder or Joining Holder shall not be counted for such purposes unless entitled to include in a Registration Statement that may be available at such time has become effective and registration all Registrable Securities of the class that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such registration (in which case such registration shall not count as a Demand Registration Statement have been sold, in accordance with Section 3.1 of this Agreement2.3) or may reduce the number requested to be included.

Underwritten Offering. At any time and from time to time following With the effectiveness prior written agreement of the Registration Statement required by subsection 2.1(a) or 2.1(b)Company, any Holder the Holders may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in a registration in which such securities are sold to an Underwritten Offering that is registered underwriter for reoffering to the public pursuant to such the Shelf Registration Statement (an “"Underwritten Demand”Offering"). Upon receipt of such a request, provided the Company shall provide each Holder written notice of the request, which notice shall inform such Holder that such Holder(s) (a) reasonably expect aggregate gross proceeds it has the opportunity to participate in excess of $50,000,000 from the Underwritten Offering. In any such Underwritten Offering or Offering, the managing underwriters thereof will be selected by, and the underwriting arrangements with respect thereto (bincluding the size of the offering) reasonably expects to sell all will be approved by, the Majority Holders of the Registrable Securities held by such Holder to be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an such managing underwriters and underwriting arrangements must be reasonably satisfactory to the Company and provided, further, that the Company will only be obligated to undertake two Underwritten Offerings pursuant to this Agreement. A Holder may not participate in the Underwritten Offering pursuant contemplated hereby unless (a) such Holder agrees to an sell its Registrable Securities to be included in the Underwritten Demand shall not be counted for Offering in accordance with any approved underwriting arrangements, and (b) such purposes unless Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements. Notwithstanding the foregoing, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the managing underwriters or a Holder of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in the Underwritten Offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with the Underwritten Offering, the Company shall promptly file such amendment or supplement; provided, however, that the Company may delay the filing of any such amendment or supplement for up to 30 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been solddelay. In connection with such Underwritten Offering, in accordance with Section 3.1 of this Agreement.the Company shall:

Underwritten Offering. At If at any time and from time to time following after the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request elects to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in conduct an Underwritten Offering that is registered pursuant Offering, the Company and the Partnership shall enter into customary agreements (including an underwriting agreement in form substantially similar to such Registration Statement (an “Underwritten Demand”)those previously entered into by the Company and the Partnership, provided that such Holder(son the one hand, and X. Xxxxx FBR, on the other, and reasonably satisfactory to the Company, the Partnership and X. Xxxxx FBR) (a) reasonably expect aggregate gross proceeds and take all other reasonable action in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects connection therewith in order to sell all facilitate the distribution of the Registrable Securities held by such Holder through one or more underwriters (including, but not limited to, making representations, warranties and agreements (including indemnities) to the Holder(s) and to any underwriters in such Underwritten Offering but form and scope as is customarily in no event less than $10,000,000 underwritten public offerings of securities by selling stockholders. In addition, in aggregate gross proceeds. All requests for the case of an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice shall: (a) use its commercially reasonable efforts to furnish or cause to be furnished to the underwriters (i) an opinion of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which counsel for the Company has received written requests for inclusion thereinand the Partnership, within five (5) days after sending dated the Company Underwritten Demand Notice. The Company shall enter into an date of execution of the underwriting agreement and the date of any closing under the underwriting agreement, reasonably satisfactory to the underwriters and (ii) a “comfort letter,” dated the date of execution of the underwriting agreement and the date of any closing under the underwriting agreement, signed by the independent public accountants who have certified the Company’s and the Partnership’s financial statements included in a form Registration Statement and the related Prospectus, covering the matters as is customary are customarily covered in Underwritten Offerings comfort letters delivered to underwriters in underwritten public offerings of securities securities; and (b) make available for inspection by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent representatives of the Company (such consent not to be unreasonably withheld, delayed or conditionedHolder(s) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters representatives of the underwriters participating in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated and, any accounting firm retained by this subsection 2.1(c)the Holder(s) or the underwriters, subject to Section 3.3 during normal business hours and Article IVupon reasonable notice, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities all financial and other rights records, pertinent documents and obligations properties of the Company and such Holders as are customary in underwritten offerings Partnership and cooperate with, and cause the respective executive officers of securities. Under no circumstances shall the Company be obligated and the Partnership to effect (x) more than an aggregate supply all information reasonably requested by, these parties in connection with a Registration Statement and the related Prospectus and the due diligence review of three (3) Underwritten Offerings pursuant to an Underwritten Demand the Company and the Partnership and the information contained or incorporated by reference in the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)Registration Statement; provided, however, neither the Company nor the Partnership shall be required to disclose any records, documents or information that an Underwritten Offering pursuant the Company determines, in good faith: (1) would cause the Company or the Partnership to an Underwritten Demand shall not be counted for such purposes unless in violation of U.S. federal or state securities laws; or (2) to be confidential unless, (i) the disclosure of the records, documents or information is necessary to avoid or correct a material misstatement or omission in a Registration Statement that may be available at such time has become effective and all or the related Prospectus, (ii) the release of the Registrable Securities requested by records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement records, documents or information have been sold, in accordance with Section 3.1 of this Agreementgenerally made available to the public.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) the Electing Holders of at least 33-1/3% in aggregate principal amount (ain the case of Stock, determined as the number of shares times the conversion price applicable upon conversion of the relevant Securities) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to such the Shelf Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of by any holders unless the offering relates to at least $50,000,000 from principal amount of the Securities or the equivalent number of shares of Common Stock into which such Underwritten Offering Securities are convertible. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (bincluding the size of the offering) reasonably expects to sell all will be approved by, the holders of a majority of the Registrable Securities held by such Holder to be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers (including the personnel of such investment bankers and managers involved in any such underwritten offering) and underwriting arrangements must be reasonably satisfactory to the Company. No holder may participate in any underwritten offering contemplated hereby unless (a) such holder agrees to sell such holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) if such holder is not then an Underwritten Offering pursuant Electing Holder, such holder returns a completed and signed Notice and Questionnaire to an Underwritten Demand the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of included in an underwritten offering to prepare and file an amendment or supplement to the Requesting Holders and the Demanding Holders in such Shelf Registration Statement have been soldand Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 60 days if the Company is in accordance with Section 3.1 possession of this Agreementmaterial non-public information.

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering In the event that one or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other more Holders of Registrable Securities (the “Requesting Offering Holders”) andnotify Parent in writing of their election to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering and reasonably expect aggregate gross proceeds of at least $25 million from such Underwritten Offering or Overnight Underwritten Offering, subject (i) Parent shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the engagement by Parent of the Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to reductions consistent with the pro rata calculations in Section 2.1(e), other Holders on a Business Day and such notice shall offer such Holders the opportunity to include in such Underwritten Offering all or Overnight Underwritten Offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein, as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that is not an Overnight Underwritten Offering and within two Business Days after the Holder receives such notice in the case of an Overnight Underwritten Offering) and (5ii) days after sending Parent will retain the Company Underwritten Demand NoticeManaging Underwriter(s) selected in the manner set forth in Section 2.03(c). The Company In connection therewith, Parent shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the initiating Demanding Holders with effect and to the written consent of the Company (such consent not to be unreasonably withheldextent provided in Section 2.08, delayed or conditioned) and shall will take all such other reasonable actions as are requested by the managing Underwriter or Underwriters Managing Underwriter(s) in order to expedite or facilitate the registration and disposition of such the Registrable Securities; provided, however, that Parent shall not be required to effect more than an aggregate of two Underwritten Offerings or Overnight Underwritten Offerings pursuant to this Section 2.03. In Parent shall cause its management to participate in any roadshow or similar marketing effort on behalf of any such Holder or Holders in connection with any Underwritten Offering contemplated by or Overnight Underwritten Offering pursuant to this subsection 2.1(c), subject Section 2.03. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to Section 3.3 and Article IV, sell its Registrable Securities on the basis provided in such underwriting agreement into which each Holder and the Company shall enter shall contain such representationscompletes and executes all questionnaires, covenantspowers of attorney, indemnities and other rights documents reasonably and obligations customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the Company securities being registered on its behalf and such Holders as are customary in underwritten offerings its intended method of securitiesdistribution and any other representations required by law. Under no circumstances shall If any Selling Holder disapproves of the Company be obligated to effect (x) more than an aggregate terms of three (3) Underwritten Offerings pursuant to an Underwritten Demand Offering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Parent and the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(cManaging Underwriter(s); provided, however, that an Underwritten Offering pursuant such notice of withdrawal must be made at a time up to an Underwritten Demand shall not be counted for and including the time of pricing of such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders offering in order to be registered on behalf of the Requesting Holders and the Demanding Holders in effective. No such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Statement have been sold, in accordance with Section 3.1 of this AgreementExpenses.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities (written notice of the “Requesting Holders”) andrequest, subject which notice shall inform such Holders that they have the opportunity to reductions consistent with participate in the pro rata calculations in Section 2.1(e)offering. In any such underwritten offering, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending investment banker or bankers and manager or managers that will administer the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters offering will be selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)Company; provided, however, that an Underwritten Offering pursuant such investment bankers and managers must be reasonably satisfactory to an Underwritten Demand shall not be counted for such purposes unless the holders of a Registration Statement that may be available at such time has become effective and all majority of the Registrable Securities requested by the Requesting Holders to be included in such offering, and the Demanding Holders underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be registered on behalf of the Requesting Holders and the Demanding Holders included in such Registration Statement have been soldoffering; provided, however, that such underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3.1 3(a) hereof. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions, brokers fees or commissions and transfer taxes and, subject to Section 4 hereof, expenses of this Agreementtheir own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. At If the Holders of not less than a majority of any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) included in an Underwritten Offering that is registered any offering pursuant to such Shelf Registration Statement (an “Underwritten Demand”)so elect, provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess offering of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by shall be in the form of an Underwritten Offering, and the Company shall amend or supplement the Shelf Registration Statement for such Holder purpose. The Holders of a majority of such Registrable Securities included in such Underwritten Offering but shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such managing underwriter or underwriters shall be reasonably acceptable to the Company. If the managing underwriter or underwriters of such proposed Underwritten Offering advise the Holders in no event less than $10,000,000 writing that, in aggregate gross proceeds. All requests its or their opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for an the securities offered, the number of Registrable Securities to be included in such Underwritten Offering shall be made by giving written notice allocated pro rata among the Holders that have requested to participate in such Underwritten Offering on the Company (basis of the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate relative number of Registrable Securities proposed requested to be sold in included therein, to the Underwritten Offering and extent necessary to reduce the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders total number of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect offering to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested number recommended by the managing Underwriter underwriter or Underwriters in order to expedite underwriters or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementHolders.

Underwritten Offering. At any time and from time The Electing Holders who desire to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may sell Registrable Securities in an underwritten offering upon request to sell all the Company. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all majority of the Registrable Securities held by such Holder to be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an Underwritten Offering pursuant (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand the Company and (ii) the Company shall not be counted obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such purposes unless Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 3(o) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities requested by outstanding to prepare and file an amendment or supplement to the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Shelf Registration Statement have been soldand Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Company in accordance with Section 3.1 of this Agreementgood faith has a valid business reason for such delay.

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement a Shelf required by subsection 2.1(a) or 2.1(b)Section 2.01, any Holder may request to sell all or a any portion of its or their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement Shelf, including a Block Trade or Other Coordinated Offering (each, an “Underwritten DemandShelf Takedown”); provided, provided in each case, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Holder(s) (a) with a total offering price reasonably expect aggregate gross proceeds expected to exceed, in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than aggregate, $10,000,000 in aggregate gross proceeds(the “Minimum Takedown Threshold”). All requests for an Underwritten Offering Shelf Takedowns shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five Promptly (5but in any event within ten (10) Business Days days) after receipt of any a request for Underwritten Demand NoticeShelf Takedown, the Company shall give written notice of such requested the Underwritten Offering (the “Company Underwritten Demand Notice”) Shelf Takedown to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in provisions of Section 2.1(e2.03(b), shall include in such Underwritten Offering Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five (5) business days after sending the Company Underwritten Demand Noticesuch notice to Holders. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent requesting such Underwritten Shelf Takedown (which managing Underwriter or Underwriters shall be subject to approval of the Company (such consent Company, which approval shall not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in accordance with the terms of this Agreement. In connection with any Underwritten Offering Shelf Takedown contemplated by this subsection 2.1(c)Section 2.02, subject to Section 3.3 3.04 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand securities by the Company. Notwithstanding any other provision of this Agreement to the contrary, the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) may demand not more than two (2) Underwritten Offerings per year Shelf Takedowns pursuant to this subsection 2.1(c)Section 2.02 in any 12-month period; provided, however, that the foregoing limitations shall not apply to Block Trades or an Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company may effect an Underwritten Offering Shelf Takedown pursuant to an Underwritten Demand shall not be counted any then effective Registration Statement, including a Form S-3ASR, that is then available for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementoffering.

Underwritten Offering. At any time Subject to the provisions of subsection 2.1.6 and from time to time following the effectiveness Section 2.5 of this Agreement, a majority-in-interest of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all Existing Holders or a portion majority-in-interest of their Registrable Securities the Holders other than the Existing Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder”) in may make a written demand for an Underwritten Offering that is registered pursuant to such a Registration Statement filed with the Commission in accordance with subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects the Company shall only be obligated to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for effect an Underwritten Offering if such offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $35 million in respect of a Registration Statement on Form S-1 and $15 million in respect of a Registration Statement on Form S-3 (the “Minimum Underwritten Offering and Threshold”). The Demanding Holder shall have the expected price range responsibility to engage an underwriter(s) (net which shall consist of underwriting discounts and commissionsone (1) or more reputable nationally or regionally recognized investment banks); provided that such selection shall be subject to the consent of such the Company. The Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. Within five The Company shall, within ten (510) Business Days after days of the Company’s receipt of any the Underwritten Demand NoticeDemand, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect pursuant to which such Underwritten Demand (each such Holder, a “Requesting Holder”) shall so notify the Company has received written requests for inclusion thereinCompany, in writing, within five (5) days after sending the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Underwritten Demand NoticeOffering pursuant to such Underwritten Demand. The Company In such event, the right of any Holder or Requesting Holder to registration pursuant to this subsection 2.1.5, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this subsection 2.1.5 shall enter into an underwriting agreement in a customary form as is customary in with the Underwriter(s) selected for such Underwritten Offerings of securities Offering by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with initiating such Underwritten Offering. Notwithstanding the written consent of foregoing, the Company (such consent is not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand demanded by MCAC or the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such MCAC Shareholders that become Holders and an aggregate of three (y) more than two (23) Underwritten Offerings per year demanded by the Future Health Holders pursuant to this subsection 2.1(c); provided, however, that 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.5 within ninety (90) days after the closing of an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementOffering.

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds Any holder of Registrable Securities who desires to do so may sell Registrable Securities which do not bear any Transfer Legends (as defined below), plus any such other Registrable Securities as the Company, in excess its discretion, may permit (all such Registrable Securities, "Permitted Securities"), in whole or in part, in an underwritten offering; provided that (i) the Electing Holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all at least 33% of the Registrable Securities held then covered by the Shelf Registration Statement and which bear no Transfer Legends shall request such Holder an offering and (ii) at least 33% of such Registrable Securities shall be included in such Underwritten Offering but in offering; and provided, further, that (A) the Company shall not be obligated to cooperate with more than two underwritten offerings, (B) if one underwritten offering has been completed under this Section 6, no event less than $10,000,000 in aggregate gross proceeds. All requests request for a second underwritten offering hereunder will be effective until at least twelve months after the pricing of such earlier offering has occurred and (C) the Company shall not be obligated to cooperate with any request for an Underwritten Offering shall be made by giving written notice to underwritten offering hereunder if received on or after the Company (expiration of the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after Upon receipt of any Underwritten Demand Noticean effective request for an underwritten offering, the Company shall give provide all holders of Registrable Securities written notice of the request, which notice shall inform such requested Underwritten Offering (holders that they have the “Company Underwritten Demand Notice”) opportunity to all other Holders of Registrable Securities (participate in the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities offering with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable their Permitted Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IVsuch underwritten offering, the underwriting agreement into which each Holder Managing Underwriters for the offering will be selected by, and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations underwriting arrangements with respect thereto (including the size of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall offering) will be approved by, the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)Company; provided, however, that an Underwritten Offering pursuant the Managing Underwriter must be reasonably acceptable to an Underwritten Demand shall not be counted for the Sellers' Committee. No holder may participate in any underwritten offering contemplated hereby unless (i) such purposes unless a Registration Statement that may be available at holder agrees to sell such time has become effective and all of the holder's Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in the underwritten offering in accordance with any approved underwriting arrangements, (ii) such holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the Requesting Holders terms of such approved underwriting arrangements and (iii) if such holder is not then an Electing Holder, such holder returns a completed and signed Notice and Questionnaire to the Demanding Holders in such Registration Statement have been sold, Company in accordance with Section 3.1 3(a) hereof within a reasonable amount of this Agreementtime before such underwritten offering. The holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. The Company understands and acknowledges that the Sellers hereby makes a demand for an underwritten offering as soon as practicable after the Closing, which demand may be withdrawn with the consent of the Company, not to be unreasonably withheld. In the event such demand is withdrawn, the rights of the Sellers hereunder with respect to underwritten offerings shall be unaffected, as though such demand were never made.

Underwritten Offering. At any time and from time Any Holder who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33 - 1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Registration Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give provide all Holders written notice of the request, which notice shall inform such requested Underwritten Offering Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the “Company Underwritten Demand Notice”size of the offering) to all other Holders will be approved by, the holders of a majority of the Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to an Underwritten Demand shall not be counted for the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such purposes unless underwritten offering. Notwithstanding the foregoing, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriters or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 30 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and (i) For a period ending three (3) years from time the Closing Date, in the event that one or more Holders collectively holding, directly or indirectly, including pursuant to time following a total return swap or similar transaction, Registrable Securities with a value of at least $20 million based on the effectiveness Common Share Price as of the date of the UO Notice (as defined below) (collectively, the "Initiating Holders"), elect to dispose of Registrable Securities under the Registration Statement required by subsection 2.1(a) or 2.1(bpursuant to an Underwritten Offering, then such Initiating Holders shall deliver a written notice to Bancorp setting forth such determination (such notice, the "UO Notice"), any Holder may request . The Initiating Holders shall also deliver the UO Notice to sell all or a portion other non-Initiating Holders of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to included on such Registration Statement (an “Underwritten Demand”), provided that and permit each such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects non-Initiating Holder to sell all of the include its Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to included on the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold Registration Statement in the Underwritten Offering if such holder notifies the Initiating Holders and Bancorp within five days after delivery of the expected price range (net of underwriting discounts and commissions) of UO Notice to such Underwritten OfferingHolder. Within five (5) Business Days after receipt of any Underwritten Demand Notice, The Initiating Holder holding the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of most Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not date of determination shall be entitled to select a Managing Underwriter for the offering, which Managing Underwriter shall be unreasonably withheld, delayed or conditioned) and reasonably agreeable to Bancorp. Bancorp shall take all such other reasonable actions as are requested by the managing Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. Bancorp management shall participate in a roadshow or similar marketing effort on behalf of any Selling Holders. In connection with any Underwritten Offering contemplated by Initiating Holder's election to exercise its rights under this subsection 2.1(cSection 2.01(g), subject to Section 3.3 and Article IV, the underwriting agreement into which each such Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations may obtain from Bancorp a list of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant amounts held of Registrable Securities, which Bancorp shall provide to this subsection 2.1(c)its knowledge; provided, however, that an Underwritten Offering pursuant such requesting Holder shall certify to an Underwritten Demand shall not be counted Bancorp that its request is for such purposes unless the sole purpose of initiating a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with request for underwritten offering under this Section 3.1 of this Agreement2.01(g).

Underwritten Offering. At any time and from time (a) In the event that the Holders elect to time following the effectiveness dispose of the Registrable Securities under a Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request pursuant to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering of all or part of such Registrable Securities that is are registered pursuant to by such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) and reasonably expect aggregate gross proceeds in excess of $50,000,000 30,000,000 (the “Minimum Amount”) from such Underwritten Offering or (b) reasonably expects to sell all Offering, then the Company shall, upon the written demand of the Registrable Securities held by Holders, as the case may be (any such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (Holder, a “Demanding Holder” and, collectively, the “Underwritten Demand NoticeDemanding Holders”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities by the Company with the managing Underwriter or Underwriters selected by the initiating majority-in-interest of the Demanding Holders in consultation with the written consent of the Company (such consent not to be unreasonably withheldCompany, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Holder may request. Each such Holder shall make such request in writing to the Company within five (5) business days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV2.02, the underwriting agreement into which each Demanding Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of equity securities. Under no circumstances No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company be obligated or the Underwriters other than representations, warranties or agreements regarding such Demanding Holder’s authority to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant enter into such underwriting agreement and to an Underwritten Demand by sell, and its ownership of, the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be securities being registered on behalf its behalf, its intended method of the Requesting Holders distribution and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementany other representation required by law.

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all If any of the Registrable Transfer Restricted Securities held covered by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities any Shelf Registration Statement are proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticean underwritten offering, the Company shall give written notice of such requested Underwritten Offering (investment banker or investment bankers and manager or managers that will administer the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) andunderwritten offering will be selected, subject to reductions consistent with the pro rata calculations in Section 2.1(e)rights of the Company’s common stockholders party to the Existing Registration Agreement to the extent exercised by them, shall include by the Majority Holders of such Transfer Restricted Securities included in such Underwritten Offering all Registrable Securities with respect underwritten offering, subject to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent which shall not to be unreasonably withheld, delayed withheld or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(cdelayed), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith and all of the fees and expenses set forth in Section 4 hereof, including, without limitation, the Company’s reasonable and documented internal expenses as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)described therein; provided, however, that an Underwritten Offering if any common stockholders party to the Existing Registration Agreement exercise their “piggyback” rights under the Existing Registration Agreement, such common stockholders will be responsible for their portion of the underwriting commissions and discounts and other fees and expenses as set forth in the Existing Registration Agreement, and any Holder hereunder will be responsible only for its pro rata share (taking into account the participation of any common stockholders party to the Existing Registration Agreement) of the Company’s reasonable and documented internal expenses; provided further, that notwithstanding anything contained in this Agreement to the contrary, the Company shall be under no obligation to participate in any underwritten offering with respect to the Transfer Restricted Securities and no underwritten offering shall be effected pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all this Agreement without the prior consent of the Registrable Securities requested by Company; and provided further that, if and to the Requesting Holders and extent the Demanding Holders Company may consent to be registered on behalf an underwritten offering of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, Company’s common stock in accordance with this Section 3.1 7(a), the rights of this the Holders to have their Transfer Restricted Securities included in such underwritten offering will be subject to the cut-back and other provisions of the Existing Registration Agreement.

Underwritten Offering. At any time and from time Any Holder who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Registration Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give provide all Holders written notice of the request, which notice shall inform such requested Underwritten Offering Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the “Company Underwritten Demand Notice”size of the offering) to all other Holders will be approved by, the holders of a majority of the Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to an Underwritten Demand shall not be counted for the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such purposes unless underwritten offering. Notwithstanding the foregoing, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriters or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 30 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time to time following the effectiveness If Electing Holders of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) at least 33-1/3% in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by such Holder the Shelf Registration Statement shall so request in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice writing to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number Company, any Holder of Registrable Securities proposed who desires to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of do so may sell Registrable Securities (the “Requesting Holders”in whole or in part) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an Underwritten Offering pursuant to an Underwritten Demand at least $300 million aggregate Accreted Value of such Registrable Securities shall be included in such offering; and the Company shall not be counted obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the Company; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to Commission filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time to time In the event that following the effectiveness expiration of the any applicable lockup period, any Investor or group of Investors elects to dispose of Registrable Securities under a Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request pursuant to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering of all or part of such Registrable Securities that is are registered pursuant to by such Registration Statement (an a “Underwritten DemandDemand Registration”), provided that such Holder(s) (a) and reasonably expect expects aggregate gross proceeds in excess of $50,000,000 25,000,000 (the “Minimum Amount”) from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to Offering, then the Company shall, upon the written demand of such Investor or group of Investors (any such Investor, a “Demanding Holder” and, collectively, the “Underwritten Demand NoticeDemanding Holders”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities by the Company with the managing Underwriter or Underwriters selected by the initiating Company after consultation with the Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than (i) one (1) Underwritten Offering at the request of Demanding Holders that are a member of the Sponsor Group, and (ii) one (1) Underwritten Offering at the request of Demanding Holders that are not members of the Sponsor Group. The Company shall give prompt written notice to each other Investor regarding any such proposed Underwritten Offering, and such notice shall offer such Investor the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Investor may request. Each such Investor shall make such request in writing to the Company within five (5) Business Days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Investor. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV2.1.2, the underwriting ​ agreement into which each Demanding Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Sections 4.1 and 4.2) and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of equity securities. Under no circumstances No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company be obligated or the Underwriters other than representations, warranties or agreements regarding such Demanding Holder’s authority to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant enter into such underwriting agreement and to an Underwritten Demand by sell, and its ownership of, the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be securities being registered on behalf its behalf, its intended method of the Requesting Holders distribution and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementany other representation required by law.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to such the Shelf Registration Statement by any Holders unless the offering relates to at least $10,000,000 principal amount of Notes or the equivalent number of shares of Common Stock in which such Notes are convertible. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (an “Underwritten Demand”)including the size of the offering) will be approved by, provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess the holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all a majority of the Registrable Securities held by such Holder to be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an Underwritten Offering pursuant such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the managing underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to ninety (90) days if the Company is in possession of material non-public information the disclosure of which would have a material adverse effect on behalf the business, operations, prospects, condition (financial or otherwise) of the Requesting Holders Company and its subsidiaries, taken as a whole. Further, the Demanding Holders in such Registration Statement have been sold, in accordance with Company’s obligation under this Section 3.1 of this Agreement8 shall be subject to any Rule 415 Limitation and Subsequent Shelf Limitation.

Underwritten Offering. At any time and from time The Holders who desire to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering underwritten offering. In such underwritten offering, the investment banker or bankers and manager or managers that is registered pursuant to such Registration Statement (an “Underwritten Demand”)will administer the offering will be selected by, provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess and the underwriting arrangements with respect thereto will be approved by the Holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all a majority of the Registrable Securities held by such Holder to be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering (calculated based on the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number total of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate the number of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all shares of Common Stock constituting Registrable Securities held by such Holders and plus (y) more than two (2the number of shares of Common Stock obtainable at the time in question if the Restricted Securities to be included in such offering were converted) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand the Company, (ii) the Company shall not be counted obligated to arrange for more than one underwritten offering during the Effectiveness Period and (iii) the Company shall not be obligated (but may agree) to participate in any "roadshow" or other marketing activities with respect to such purposes underwritten offering. No Holder may participate in any underwritten offering contemplated hereby unless a Registration Statement that may be available at such time has become effective and all of the Holder (a) agrees to sell such Holder's Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 51% of the outstanding Registrable Securities (calculated based on the total of (x) the number of shares of Common Stock constituting Registrable Securities plus (y) the number of shares of Common Stock obtainable at the time in question if the outstanding Restricted Securities were converted) are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of Special Counsel to the selling securityholders with respect to such underwritten offering. The Company shall in connection with an underwritten offering in accordance with the provisions of this Agreement.Section:

Underwritten Offering. At any time and from time If the Initiating Holders intend to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of distribute the Registrable Securities held covered by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for their request by means of an Underwritten Offering underwriting, they shall be made by giving written notice to so advise the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number as a part of Registrable Securities proposed their request made pursuant to be sold in the Underwritten Offering this Section 2.1 and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give include such information in the written notice referred to in Section 2.1(a). The underwriter shall be selected by the Company. The right of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) any Holder to all other Holders of include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting. All Holders proposing to distribute Registrable Securities through such underwriting shall (the “Requesting Holders”) and, subject to reductions consistent together with the pro rata calculations Company as provided in Section 2.1(e2.4(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of securities by this Section 2.1, if the underwriter advises the Company with and the managing Underwriter or Underwriters selected by Initiating Holders in writing that marketing factors require a limitation of the initiating Demanding number of shares to be underwritten, then the Company shall so advise all Holders with of Registrable Securities which would otherwise be underwritten pursuant hereto, and the written consent number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders, including the Initiating Holders, in proportion (rounded to the nearest 100 shares) to the amount of Registrable Securities of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested then owned by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)participating Holder; provided, however, ,that an Underwritten Offering pursuant the number of shares of Registrable Securities to an Underwritten Demand be included in such underwriting shall not be counted for such reduced unless all other securities are first entirely excluded from the underwriting. For purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by preceding apportionment, for any participating Holder that is a partnership, limited liability company or corporation, the Requesting Holders partners, retired partners, members, retired members and shareholders of such Holder, or the Demanding Holders estates and family members of any such partners, members, retired partners or retired members and any trusts for the benefit of any of the foregoing Persons shall be deemed to be registered on behalf a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of the Requesting Holders and the Demanding Holders shares carrying registration rights owned by all Persons included in such Registration Statement have been sold, “selling shareholder,” as defined in accordance with Section 3.1 of this Agreementsentence.

Underwritten Offering. At any time and from time Any Electing Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that (i) the Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities shall request such Holder(san offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company and the Trust shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including, subject to clause (ii) above, the size of the offering) will be approved by the Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and the Trust. No Holder may participate in any underwritten offering contemplated hereby unless (a) reasonably expect aggregate gross proceeds such Holder agrees to sell such Xxxxxx's Registrable Securities to be included in excess of $50,000,000 from such Underwritten Offering or the underwritten offering in accordance with any approved underwriting arrangements, (b) reasonably expects such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Xxxxxx returns a completed and signed Notice and Questionnaire to sell all the Company and the Trust in accordance with Section 3(a)(2) hereof (but in no event later than 10 days prior to commencement of the underwritten offering) and provides to the Trust and the Company, in writing, any information with respect to such Holder or the Registrable Securities held by such Holder as is, in the reasonable opinion of counsel to the Trust or the Company, required under applicable law to enable such Underwritten Offering but Holder to use such Prospectus for resales of such Registrable Securities, each within a reasonable amount of time before such underwritten offering. The Holders participating in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering any underwritten offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of responsible for any underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company and the Trust shall enter into an underwriting agreement pay all expenses customarily borne by issuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a form as is customary in Underwritten Offerings of securities by request from the Company with the managing Managing Underwriter or Underwriters selected by the initiating Demanding a representative of Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all majority of the Registrable Securities requested by to be included in an underwritten offering to prepare and file an amendment or supplement to the Requesting Holders Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and the Demanding Holders Trust may delay the filing of any such amendment or supplement for up to be registered on behalf of 90 days if the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time Subject to the provisions of subsection 2.1.4, subsection 2.1.6 and from time to time following the effectiveness Section 2.4 hereof, if a majority-in-interest of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion Demanding Holders so elect and such Demanding Holders advise the Company as part of their Demand Registration that the offering of the Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Demand Registration Statement shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (an “if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Demand”)Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein; provided that, provided that other than with respect to Underwritten Shelf Takedowns, such Demanding Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 the Minimum Demand Threshold from such Underwritten Offering Offerings (it being understood that the Company shall not be required to conduct more than two Underwritten Offerings where the expected aggregate proceeds are below $50,000,000 but in excess of the Minimum Demand Threshold in any 12-month period) or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 15,000,000 in aggregate gross proceeds. All requests for such Holders proposing to distribute their Registrable Securities through an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company under this subsection 2.1.3 or subsection 2.1.6 shall enter into an underwriting agreement in a customary form as is customary in with the Underwriter(s) selected for such Underwritten Offerings of securities Offering by the Company with majority-in-interest of the managing Underwriter or Underwriters selected by the initiating Demanding Holders with initiating the written consent Demand Registration. Notwithstanding the provisions of the Company (such consent not subsection 2.1.1 above, no Requesting Holder shall be entitled to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with have any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that included in an Underwritten Offering to the extent that such Registrable Securities must be exchanged for shares of Common Stock pursuant to an Underwritten Demand shall the Exchange Agreement and such exchange is not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested timely permitted by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Exchange Agreement.

Underwritten Offering. At any time and from time Any Holder who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33 1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Registration Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give provide all Holders written notice of the request, which notice shall inform such requested Underwritten Offering Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the “Company Underwritten Demand Notice”size of the offering) to all other Holders will be approved by, the holders of a majority of the Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. Each Electing Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, and, subject to Section 4, the expenses of its own counsel, relating to the sale or disposition of such Electing Holder’s Registrable Securities pursuant to an Underwritten Demand shall not be counted for such purposes unless the Shelf Registration Statement. Notwithstanding the foregoing, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriters or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 60 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering underwritten offering; provided that is registered pursuant to such (i) the Holders of greater than 50% of the stated amount of Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (an “Underwritten Demand”)ii) greater than 50% of such stated amount of Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated under any circumstances to cooperate with more than one such underwritten offering during any 18-month period. Upon receipt of such a request, provided the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such Holder(sunderwritten offering, the Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) (a) reasonably expect aggregate gross proceeds in excess will be approved by, the holders of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all greater than 50% of the stated amount of the Registrable Securities held by such Holder to be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell all such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements and (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 5 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Offering pursuant underwritten offering, including but not limited to an Underwritten Demand shall not be counted for filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the stated amount of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 331/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering , (ii) the aggregate principal amount of Registrable Securities included in such Underwritten Offering but in no event any underwritten offering shall not be less than $10,000,000 in 25 million and (iii) at least such aggregate gross proceeds. All requests for an Underwritten Offering principal amount of such Registrable Securities shall be made by giving written notice to included in such offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give provide all holders of Registrable Securities written notice of the request, which notice shall inform such requested Underwritten Offering holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Company Underwritten Demand Notice”size of the offering) to all other Holders will be approved by, the holders of a majority of the Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No holder may participate in any underwritten offering contemplated hereby unless (a) such holder agrees to sell such holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such holder is not then an Underwritten Offering pursuant Electing Holder, such holder returns a completed and signed Notice and Questionnaire to an Underwritten Demand the Company in accordance with Section 3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees including the fees of any qualified independent underwriter and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(m) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority in principal amount of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Electing Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that (i) the Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities shall request such Holder(san offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering. Upon receipt of such a request, the Company and the Trust shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including, subject to clause (ii) above, the size of the offering) will be approved by the Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and the Trust. No Holder may participate in any underwritten offering contemplated hereby unless (a) reasonably expect aggregate gross proceeds such Holder agrees to sell such Holder's Registrable Securities to be included in excess of $50,000,000 from such Underwritten Offering or the underwritten offering in accordance with any approved underwriting arrangements, (b) reasonably expects such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to sell all the Company and the Trust in accordance with Section 3(a)(2) hereof (but in no event later than 10 days prior to commencement of the underwritten offering) and provides to the Trust and the Company, in writing, any information with respect to such Holder or the Registrable Securities held by such Holder as is, in the reasonable opinion of counsel to the Trust or the Company, required under applicable law to enable such Underwritten Offering but Holder to use such Prospectus for resales of such Registrable Securities, each within a reasonable amount of time before such underwritten offering. The Holders participating in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering any underwritten offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of responsible for any underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) commissions and fees and, subject to reductions consistent with the pro rata calculations in Section 2.1(e)4 hereof, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Noticeexpenses of their own counsel. The Company and the Trust shall enter into an underwriting agreement pay all expenses customarily borne by issuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a form as is customary in Underwritten Offerings of securities by request from the Company with the managing Managing Underwriter or Underwriters selected by the initiating Demanding a representative of Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all majority of the Registrable Securities requested by to be included in an underwritten offering to prepare and file an amendment or supplement to the Requesting Holders Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and the Demanding Holders Trust may delay the filing of any such amendment or supplement for up to be registered on behalf 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of In the event that one or more Selling Holders holding at least $50,000,000 from such Underwritten Offering or 10 million (bsubject to adjustment pursuant to Section 3.04) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Offering Holders”) andnotify Parent in writing of their election to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering and reasonably expect gross proceeds of at least $10 million from such Underwritten Offering or Overnight Underwritten Offering, subject (i) Parent shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the engagement by Parent of the Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to reductions consistent with the pro rata calculations in Section 2.1(e), other Holders on a Business Day and such notice shall offer such Holders the opportunity to include in such Underwritten Offering all or Overnight Underwritten Offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein, as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that is not an Overnight Underwritten Offering and within two Business Days after the Holder receives such notice in the case of an Overnight Underwritten Offering) and (5ii) days after sending Parent will retain Underwriters (which Underwriters shall be reasonably acceptable to the Company Offering Holders holding a majority of the Registrable Securities to be disposed of pursuant to such Underwritten Demand Notice. The Company shall enter Offering or Overnight Underwritten Offering subject to such sale through an Underwritten Offering or Overnight Underwritten Offering, including entering into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the initiating Demanding Holders with effect and to the written consent of the Company (such consent not to be unreasonably withheldextent provided in Section 2.08, delayed or conditioned) and shall will take all such other reasonable actions as are requested by the managing Underwriter or Underwriters Managing Underwriter(s) in order to expedite or facilitate the registration and disposition of such the Registrable Securities; provided, however, that Parent shall not be required to effect more than one Underwritten Offering or Overnight Underwritten Offering pursuant to this Section 2.03 in any 365-day period. In connection Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $20 million. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering or Overnight Underwritten Offering contemplated by this subsection 2.1(cSection 2.03(a), subject such Selling Holder may elect to Section 3.3 and Article IV, the underwriting agreement into which each Holder withdraw therefrom by notice to Parent and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(cManaging Underwriter(s); provided, however, that an Underwritten Offering pursuant such notice of withdrawal must be made at a time up to an Underwritten Demand shall not be counted for and including the time of pricing of such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders offering in order to be registered on behalf of the Requesting Holders and the Demanding Holders in effective. No such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Statement have been sold, in accordance with Section 3.1 of this AgreementExpenses.

Underwritten Offering. At any time and from time to time following Upon the effectiveness written demand of Investcorp, timely made as provided below, requesting that Issuer effect the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion registration under the Securities Act of their an underwritten offering having an aggregate market value on the date of such demand of at least $50 million of which at least $25 million shall consist of Registrable Securities (a “Demanding Holder”based on the closing trading price of the Issuer's Common Stock on the trading day before the date of such demand) in an (the "Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”Offering"), provided that Issuer will (i) notify each Holder of such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from request and afford each Holder the opportunity to include such Underwritten Offering or (b) reasonably expects to sell all of the Holder's Registrable Securities held by such Holder in such Underwritten Offering but registration in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall such amount (up to the full amount of such Holder's Registrable Securities, subject to the provisions of this Agreement) as may be made specified by giving written notice to the Company Issuer and Investcorp within 15 days of receipt of the notice from the Issuer and (ii) use its best efforts to effect the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify registration under the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Act of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, Offering including to the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations extent set forth in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of Agreement the Registrable Securities requested by Holders. Investcorp and Issuer shall consult with one another prior to, and throughout, the Requesting Holders registration and offering process to coordinate the Demanding Holders timing of the proposed offering taking into consideration, among other things, the existence of any material business combination discussions that may be ongoing or other material non-public information affecting Issuer the disclosure of which could, in the reasonable judgment of Issuer's management, adversely affect such discussions or Issuer's business. Issuer shall have no obligation to file such registration statement unless the demand for filing is made in sufficient time to reasonably permit the securities covered thereby to be registered on behalf priced and sold not later than 120 days after the Effective Time (as defined in the Merger Agreement) of the Requesting Holders Merger, and the Demanding Holders in such Registration Statement have been soldIssuer shall be entitled, in accordance with its sole discretion, to terminate such offering and deregister all shares covered thereby which have not been sold within such number of days after the Effective Time of the Merger as is equal to 120 plus any number of days the offering has been delayed due to timing considerations described in the preceding sentence or in Section 3.1 of 7(c). Adequate procedures shall be used to ensure that all Holders shall have an opportunity to elect to have shares included in the Underwritten Offering to the extent permitted by this Agreement.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to an Underwritten Demand the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders Company or if the chief executive officer and chief financial officer jointly shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At If the Terrapin Demanding Holders or Yatra Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Regi trable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any time bolder to i11clude its Registrable Securities in such registration shaU be conditioned upon su h holder 's participation in such underwriting and from time the inclusion of su h holder's Registrable Securities in the underwriting to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request extent provided herein. All Demanding Holders proposing to sell all or a portion of distribute their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to through such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities with the Underwriter or Underwriters selected for such underwriting by the Company with holders initiating the Demand Registration, and subject to the approval of the Company. 2.2.4 Reduction of Offe1·ing. If the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of for a Demand Registration that is to be an underwritten offering advises the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to seU exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method. or the probability of success of such offering (such maximum dollar amotmt or maximum number of shares, as applicable, the "Maximum Number of Shares"), then lhe Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration Statement have has been sold, requested by the Demanding Holders (pro rata in accordance with Section 3.1 the number of this Agreement.shares that each 10 NY 246129805v9

Underwritten Offering. At any time and from time The Company shall use reasonable best efforts to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), facilitate an underwritten offering if any Holder may request of Registrable Securities desires to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering, (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $offering and (iii) at least US$10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering principal amount of such Registrable Securities shall be made by giving written notice to included in such offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Effectiveness Period Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering underwritten offering; PROVIDED that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(si) (a) reasonably expect the Electing Holders of at least a majority in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and PROVIDED FURTHER that the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Trust shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company and the Trust shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; PROVIDED, HOWEVER, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and the Trust. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company and the Trust in accordance with Section 3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to reductions consistent with the pro rata calculations in Section 2.1(e)4 hereof, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Noticeexpenses of their own counsel. The Company and the Trust shall enter into an underwriting agreement pay all expenses customarily borne by issuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a form as is customary in Underwritten Offerings of securities by request from the Company with the managing Managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent a representative of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition holders of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all majority of the Registrable Securities requested by to be included in an underwritten offering to prepare and file an amendment or supplement to the Requesting Holders Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and the Demanding Holders Trust may delay the filing of any such amendment or supplement for up to be registered on behalf 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At If any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held covered by --------------------- the Shelf Registration are to be sold in an underwritten offering, the Holder intending to pursue such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering underwritten offering shall be made by giving written deliver a notice to the Company (of such intent, and within ten days after receipt of the “Underwritten Demand Notice”)notice of intent from such Holder for an underwritten offering, the Company shall give written notice of such notice of intent to all other Holders and such other Holders shall be entitled to include in such underwritten offering all or part of their respective Registrable Securities by notice to the Company for inclusion therein within 15 days after the notice is given. Each Underwritten Demand Notice All notices made pursuant to this Section 3(d) shall specify the approximate aggregate number of Registrable Securities to be included. The Company agrees to cooperate with any such request for an underwritten offering and to take all such other reasonable actions in connection therewith as provided in Section 4(o). In the case of any firm commitment underwritten offering, if the managing underwriter or underwriters of such offering advise the Company in writing that in its or their opinion the number of Registrable Securities proposed to be sold in such offering exceeds the Underwritten Offering and number of Registrable Securities which can be sold in such offering without adversely affecting the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticemarket for the Common Shares, the Company shall give written notice of will include in such requested Underwritten Offering (offering the “Company Underwritten Demand Notice”) to all other Holders number of Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Common Shares. In such event, the number of Registrable Securities to be offered for the account of each Holder requesting to include Registrable Securities in such offering (including the “Requesting Holders”Holder providing the initial notice) and, subject to reductions consistent with the shall be reduced pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which on the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent basis of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition relative number of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders each such Holder to be registered on behalf of the Requesting Holders and the Demanding Holders included in such Registration Statement have been sold, offering to the extent necessary to reduce the total number of Registrable Securities to be included in accordance with Section 3.1 of this Agreementsuch offering to the number recommended by such managing underwriter or underwriters.

Underwritten Offering. At any time and from time (a) In the event that Holders elect to time following the effectiveness dispose of the Registrable Securities under a Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request pursuant to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering of all or part of such Registrable Securities that is are registered pursuant to by such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) and reasonably expect aggregate gross proceeds in excess of $50,000,000 2,000,000 (the “Minimum Amount”) from such Underwritten Offering or (b) reasonably expects to sell all of Offering, then the Company shall, upon the written demand from the Holders holding such Registrable Securities held by which equal such Holder in Minimum Amount (any such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (Holder, a “Demanding Holder” and, collectively, the “Underwritten Demand NoticeDemanding Holders”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities by the Company with the managing Underwriter or Underwriters selected by the initiating Company after consultation with the Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than four (4) Underwritten Offerings from Oz Rey, LLC and three (3) Underwritten Offerings from Holders other than Oz Rey, LLC pursuant to this Section 2.02 for all Holders (the “Underwritten Offerings Cap”); provided further that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not be counted as an Underwritten Offering pursuant to this Section 2.02. In addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Holder may request. Each such Holder shall make such request in writing to the Company within five (5) business days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV2.02, the underwriting agreement into which each Demanding Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of equity securities. Under no circumstances No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company be obligated or the Underwriters other than representations, warranties or agreements regarding such Demanding Holder’s authority to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant enter into such underwriting agreement and to an Underwritten Demand by sell, and its ownership of, the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be securities being registered on behalf its behalf, its intended method of the Requesting Holders distribution and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementany other representation required by law.

Underwritten Offering. At any time and from time (a) In the event that Holders elect to time following the effectiveness dispose of the Registrable Securities under a Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request pursuant to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering of all or part of such Registrable Securities that is are registered pursuant to by such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) and reasonably expect aggregate gross proceeds in excess of $50,000,000 2,000,000 (the “Minimum Amount”) from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to Offering, then the Company shall, upon the written demand from the Holders (any such Holder, a “Demanding Holder” and, collectively, the “Underwritten Demand NoticeDemanding Holders”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities by the Company with the managing Underwriter or Underwriters selected by the initiating Company after consultation with the Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than four (4) Underwritten Offerings from Oz Rey, LLC and three (3) Underwritten Offerings from Holders other than Oz Rey, LLC pursuant to this Section 2.02 for all Holders (the “Underwritten Offerings Cap”); provided further that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not be counted as an Underwritten Offering pursuant to this Section 2.02. In addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Holder may request. Each such Holder shall make such request in writing to the Company within five (5) business days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV2.02, the underwriting agreement into which each Demanding Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of equity securities. Under no circumstances No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company be obligated or the Underwriters other than representations, warranties or agreements regarding such Demanding Holder’s authority to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant enter into such underwriting agreement and to an Underwritten Demand by sell, and its ownership of, the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be securities being registered on behalf its behalf, its intended method of the Requesting Holders distribution and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementany other representation required by law.

Underwritten Offering. At any time and from time to time following the effectiveness Any of the Registration Statement required by subsection 2.1(a) Executive, members of the Executive’s immediate family or 2.1(b), the trustee of a trust for the benefit of the Executive or the Executive’s immediate family to which the Executive transferred any Holder may request to sell all or a portion of their his Vornado Registrable Securities (a “Demanding Holder”) or Alexander’s Registrable Securities may sell such Vornado Registrable Securities or Alexander’s Registrable Securities in an Underwritten Offering underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that is registered pursuant to will administer the offering will be selected by, and the underwriting arrangements thereto will be approved by such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by Executive, the Executive’s immediate family or the trustee of a trust for benefit of the Executive or the Executive’s immediate family requesting such Holder in underwritten offering; provided, however, that (i) such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall investment bankers and managers and underwriting arrangements must be made by giving written notice reasonably satisfactory to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of or Alexander’s, as applicable, such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent satisfaction not to be unreasonably withheld, delayed (ii) the Company or conditionedAlexander’s, as applicable, shall not be obligated to arrange for more than one underwritten offering during any consecutive twelve month period and (iii) and shall take all there are included in such other reasonable actions underwritten offering (x) at least 500,000 Vornado Common Shares (or the equivalent thereof) or (y) the greater of (A) at least 20% of the outstanding Alexander’s Registrable Securities or (B) at least 250,000 shares of Alexander’s Common Stock, as are requested by the managing Underwriter case may be (or Underwriters in order to expedite or facilitate the disposition of such Registrable Securitiesequivalent thereof). In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IVsuch underwritten offering of securities with an aggregate public offering price of at least $50,000,000, the underwriting agreement into which each Holder and Company will agree or, with respect to an offering of Alexander’s Registrable Securities, will use its best efforts to cause Alexander’s to agree, to customary restrictions on the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations ability of the Company and such Holders or Alexander’s, as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated case may be, to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant sell securities substantially similar to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Vornado Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant or the Alexander’s Registrable Securities for a period not to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all exceed 90 days from the date of the Registrable Securities requested by related prospectus supplement. As used in this Section 10, “immediate family” refers to the Requesting Holders Executive’s spouse, children and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementgrandchildren.”

Underwritten Offering. At any time and from time Any Holder who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement underwritten offering; provided, that, (an “Underwritten Demand”), provided that such Holder(si) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company shall not be obligated to cooperate with more than one underwritten offering during the Shelf Registration Period initiated by the Drake Family Trust (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold as defined in the Underwritten Offering Purchase Agreement) or its successors or assignees, and (ii) the expected price range Company shall not be obligated to cooperate with more than one underwritten offering during the Shelf Registration Period initiated by Kxxxxx and Gxxxxxxxx (net of underwriting discounts and commissionseach as defined in the Purchase Agreement) or their successors or assignees, acting together. Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give provide all Holders written notice of the request, which notice shall inform such requested Underwritten Offering Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Company Underwritten Demand Notice”size of the offering) to all other will be approved by, the Holders of Registrable a majority of the Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that an Underwritten Offering pursuant such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to an Underwritten Demand shall not be counted for the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such purposes unless a Registration Statement that may be available at Holder agrees to sell such time has become effective and all of the Registrable Holder’s Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of included in the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) such Holder furnishes to the Company such information regarding the Holder as the Company may reasonably require for inclusion in the Shelf Registration Statement within a reasonable time after receiving such request. In addition, in connection with any such underwritten offering, the Company agrees to execute, deliver and comply with any customary lock-up letter required by the Managing Underwriter thereof. Fees and expenses associated with any underwritten offering will be borne by the appropriate party pursuant to Section 3.1 3. Notwithstanding the foregoing or the provisions of this AgreementSection 2(k) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. At If at any time and from time subsequent to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request elects to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in conduct an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (and the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company Partnership shall enter into customary agreements (including an underwriting agreement in a form as is customary in Underwritten Offerings of securities substantially similar to those previously entered into by the Company with and the managing Underwriter or Underwriters selected by Partnership, on the initiating Demanding Holders with one hand, and Xxxxx Fargo Securities, LLC, on the written consent of other, and reasonably satisfactory to the Company (such consent not to be unreasonably withheldCompany, delayed or conditionedthe Partnership and Xxxxx Fargo Securities, LLC) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters action in connection therewith in order to expedite or facilitate the disposition distribution of the Shares or Exchange Securities through one or more underwriters (including, but not limited to, making representations, warranties and agreements (including indemnities) to the Holders and to any such underwriters in such form and scope as are customarily made by issuers to selling shareholders and underwriters, respectively, in underwritten public offerings of securities by selling shareholders and confirm the same in writing to the extent customary if an when requested). In addition, in the case of an Underwritten Offering, the Company shall (A) use its commercially reasonable efforts to furnish or cause to be furnished to the underwriters (i) an opinion of counsel for the Company and the Partnership, dated the date of execution of the underwriting agreement and the date of any closing under the underwriting agreement, reasonably satisfactory to the underwriters and (ii) a “comfort letter,” dated the date of execution of the underwriting agreement and the date of any closing under the underwriting agreement, signed by the independent public accountants who have certified the Company’s and the Partnership’s financial statements included in a Registration Statement and the related Prospectus, covering substantially the same matters with respect thereto and with respect to events subsequent to the date of such Registrable Securities. In connection with financial statements as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other financial matters as the underwriters may reasonably request and (B) make available for inspection by representatives of the Holders and the representatives of the underwriters participating in any Underwritten Offering contemplated and, any accounting firm retained by this subsection 2.1(c)such Holders or such underwriters, subject to Section 3.3 during normal business hours and Article IVupon reasonable notice, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities all financial and other rights records, pertinent documents and obligations properties of the Company and such Holders as are customary in underwritten offerings Partnership and cooperate with, and cause the respective executive officers and employees of securities. Under no circumstances shall the Company be obligated and the Partnership to effect (x) more than an aggregate supply all information reasonably requested by, such parties in connection with a Registration Statement and the related Prospectus and the due diligence review of three (3) Underwritten Offerings pursuant to an Underwritten Demand the Company and the Partnership and the information contained or incorporated by reference in the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)Registration Statement; provided, however, neither the Company nor the Partnership shall be required to disclose any records, documents or information that an Underwritten Offering pursuant the Company determines, in good faith, (1) would cause the Company or the Partnership to an Underwritten Demand shall not be counted for in violation of U.S. federal or state securities laws or (2) to be confidential unless, in the case of clause (2), (i) the disclosure of such purposes unless records, documents or information is necessary to avoid or correct a material misstatement or omission in a Registration Statement that may be available at or the related Prospectus, (ii) the release of such time has become effective and all records, documents or information is ordered pursuant to a subpoena or other order from a court of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in competent jurisdiction or (iii) such Registration Statement records, documents or information have been sold, in accordance with Section 3.1 of this Agreementgenerally made available to the public.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant underwritten offering, subject to such Registration Statement (an “Underwritten Demand”), the prior approval of Shire in its sole discretion; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33-1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceedsoffering. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company or Shire shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to Shire. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company and Shire shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of their counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding any of the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the managing Underwriters or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of included in an underwritten offering to prepare and file an amendment or supplement to the Requesting Holders and the Demanding Holders in such Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and Shire may delay the filing of any such amendment or supplement for up to 90 day if Shire possesses material non-public information (i), the disclosure of which would have been solda material adverse effect on Shire and its subsidiaries taken as a whole, or (ii) relating to a previously undisclosed proposed or pending transaction and, in accordance with Shire's reasonable belief, its disclosure would impede Shire's ability to consummate such transaction. The Company's and Shire's obligations under this Section 3.1 of this Agreement6 shall be joint and several.

Underwritten Offering. At any time and from time Any holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33 1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering , (ii) the aggregate principal amount of Registrable Securities included in such Underwritten Offering but in no event any underwritten offering shall not be less than $10,000,000 in 25 million and (iii) at least such aggregate gross proceeds. All requests for an Underwritten Offering principal amount of such Registrable Securities shall be made by giving written notice to included in such offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give provide all holders of Registrable Securities written notice of the request, which notice shall inform such requested Underwritten Offering holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Company Underwritten Demand Notice”size of the offering) to all other Holders will be approved by, the holders of a majority of the Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No holder may participate in any underwritten offering contemplated hereby unless (a) such holder agrees to sell such holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such holder is not then an Underwritten Offering pursuant Electing Holder, such holder returns a completed and signed Notice and Questionnaire to an Underwritten Demand the Company in accordance with Section 3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees including the fees of any qualified independent underwriter and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(m) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority in principal amount of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 50% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (and Ribapharm shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company and Ribapharm shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and Ribapharm. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten oxxxxxxg in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to thx Xxxxany and Ribapharm in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and expenses of their own counsel. The Company and Ribapharm shall pay all expenses customarily borne by issuers in an Underwritten Demand shall underwritten offering, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and Ribapharm may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time Any Holder of Registrable Securities who desires to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder do so may request to sell all or a portion of their Registrable Securities (a “Demanding Holder”in whole or in part) in an Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), underwritten offering; provided that such Holder(s(i) (a) reasonably expect the Electing Holders of at least 33- 1/3% in aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all principal amount of the Registrable Securities held then covered by the Shelf Registration Statement shall request such Holder an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to offering; and provided further that the Company (shall not be obligated to cooperate with more than one underwritten offering during the “Underwritten Demand Notice”)Effectiveness Period. Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) Upon receipt of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Noticea request, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to provide all other Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the “Requesting Holders”size of the offering) andwill be approved by, subject the holders of a majority of the Registrable Securities to reductions consistent with the pro rata calculations in Section 2.1(e), shall include be included in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c)offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Underwritten Offering pursuant Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to an Underwritten Demand the Company in accordance with Section 3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not be counted for limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such purposes unless underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a Registration Statement that may be available at such time has become effective and all request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Requesting Holders and Company shall have determined in good faith that the Demanding Holders in Company has a bona fide business reason for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementdelay.

Underwritten Offering. At any time and from time to time In the event that following the effectiveness expiration of the any applicable lockup period, any Investor or group of Investors elects to dispose of Registrable Securities under a Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request pursuant to sell all or a portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering of all or part of such Registrable Securities that is are registered pursuant to by such Registration Statement (an a “Underwritten DemandDemand Registration”), provided that such Holder(s) (a) and reasonably expect expects aggregate gross proceeds in excess of $50,000,000 25,000,000 (the “Minimum Amount”) from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to Offering, then the Company shall, upon the written demand of such Investor or group of Investors (any such Investor, a “Demanding Holder” and, collectively, the “Underwritten Demand NoticeDemanding Holders”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities by the Company with the managing Underwriter or Underwriters selected by the initiating Company after consultation with the Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than (i) one (1) Underwritten Offering at the request of Demanding Holders that are a member of the Sponsor Group, and (ii) one (1) Underwritten Offering at the request of Demanding Holders that are not members of the Sponsor Group. The Company shall give prompt written notice to each other Investor regarding any such proposed Underwritten Offering, and such notice shall offer such Investor the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Investor may request. Each such Investor shall make such request in writing to the Company within five (5) Business Days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Investor. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV2.1.2, the underwriting agreement into which each Demanding Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Sections 4.1 and 4.2) and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of equity securities. Under no circumstances No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company be obligated or the Underwriters other than representations, warranties or agreements regarding such Demanding Holder’s authority to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant enter into such underwriting agreement and to an Underwritten Demand by sell, and its ownership of, the Holders under this subsection 2.1(c) with respect to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be securities being registered on behalf its behalf, its intended method of the Requesting Holders distribution and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementany other representation required by law.