Common use of Underwritten Shelf Offerings Clause in Contracts

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. 7,500,000. (c) If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities Other Securities the Company proposes to sell, and (iii) third, any other securities Other Securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx Holder (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a3(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(sholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(sholder(s) and the Company within five days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 3 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. 5,000,000. (c) If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 43, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 3 unless such Xxxxxx Holder (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 43, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b2(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,0007,500,000. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365 day period. (c) If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx Holder (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this this Section 4(a)). ) In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(sholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(sholder(s) and the Company within five days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. 5,000,000. (c) If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx Holder (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At Subject to Section 4.3(b), if the Holders who are included in any time that offering pursuant to a shelf registration statement covering Shelf Registration Statement so elect, and such Holders have requested to include at least 2,300,000 Registrable Securities pursuant to Section 2 (as adjusted for any stock splits, stock dividends, combinations, reorganizations or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”similar events) stating that it intends to sell all or part of its Registrable Securities included owned by it on the shelf registration statement (a “Shelf Offering”)them in such offering, then the Company Holders may elect to conduct such offering in the form of an Underwritten Offering and the terms of this Article IV shall amend or supplement the shelf registration statement as may be necessary in order otherwise apply with respect to enable such Registrable Securities Underwritten Offering on such Shelf Registration Statement. With respect to any such qualifying Underwritten Offering, Lionsgate shall select an investment banking firm of national standing to be distributed pursuant the managing underwriter for the offering, which firm shall be reasonably acceptable to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderParticipating Holders. (b) The Company Notwithstanding Sections 4.1 and 4.3(a), subject to Lionsgate’s compliance with its obligations under Article III hereof, Lionsgate shall have no obligation not be obligated to take any action (including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto) to effect an underwritten offering under this Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 4 4.3(a) if, within the 30-day period prior to any election by a Holder pursuant to Section 4.3(a), Lionsgate has issued a notice to the Holders pursuant to Section 3.1 hereof of a proposed registered Underwritten Offering of Common Shares for its own account, continuing while Lionsgate continues in good faith to pursue such registered Underwritten Offering and ending upon the earliest to occur of: (A) in the case of a Registration Statement on behalf Form S-3 (or any successor or similar short-form registration statement), forty-five (45) days and in the case of a Registration Statement on Form S-1 (or any successor or similar long-form registration statement), sixty (60) days, in each case following Lionsgate’s issuance of the holders of Registrable Securities electing notice to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders pursuant to Section 3.1 hereof, unless, on or prior to such date, Lionsgate shall have executed an underwriting agreement with the managing underwriter with respect to such proposed Underwritten Offering; provided that such forty-five (45) or sixty (60) day period (as applicable) shall be extended for up to forty-five (45) additional days if the underwriting agreement has not been executed because there has been a failure to resolve all requirements of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters Commission in connection with declaring such offering. Additionally, in no event shall the Company be required to engage in more than one Registration Statement or applicable prospectus supplement effective during such underwritten offering in any 365additional 45-day period; (B) the abandonment, cessation or withdrawal of such Underwritten Offering; (C) 90 days following the effective date of the prospectus supplement pertaining to such Underwritten Offering; or (D) the date that all of the Common Shares covered thereby have been disposed of in accordance with the intended methods of disposition. If Lionsgate issues a notice of a proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such Underwritten Offering, any notice thereafter issued by Lionsgate of a subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.1 hereof shall not pre-empt Lionsgate’s obligations pursuant to Sections 4.1 or 4.3(a) or restrict the Holders’ rights to sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Sections 4.1 or 4.3(a) during the 30-day period commencing on the day immediately following the date that the MHR Group receives notice from Lionsgate of such abandonment, cessation or withdrawal of such Underwritten Offering. (c) IfWith respect to any Underwritten Offering of Registrable Securities on a Shelf Registration Statement initiated by the Holders pursuant to Section 4.3(a) hereof, in connection with no securities to be sold for the account of any such underwritten offering, Person (including Lionsgate) other than the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Holders shall be included in such offering exceeds the number which can Underwritten Offering; provided that securities to be sold without adversely affecting for the marketability account of Lionsgate and any Ten Percent Holder may be included in such offering (including an adverse effect on the per share offering price)Shelf Registration Statement if, and only if, the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of managing underwriter advises the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on and Lionsgate in writing that the basis of the aggregate number inclusion of such securities or shares owned by each would not have an Adverse Effect on such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsUnderwritten Offering. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At Subject to Section 4.03(b), if the Holders who are included in any time that offering pursuant to a shelf registration statement covering Shelf Registration Statement so elect, and such Holders have requested to include at least 4,246,611 Registrable Securities pursuant to Section 2 (as adjusted for any stock splits, stock dividends, combinations, reorganizations or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”similar events) stating that it intends to sell all or part of its Registrable Securities included owned by it on the shelf registration statement (a “Shelf Offering”)them in such offering, then the Company Holders may elect to conduct such offering in the form of an Underwritten Offering and the terms of this Article IV shall amend or supplement the shelf registration statement as may be necessary in order otherwise apply with respect to enable such Registrable Securities Underwritten Offering on such Shelf Registration Statement. With respect to any such qualifying Underwritten Offering, Hertz shall select an investment banking firm of national standing to be distributed pursuant the managing underwriter for the offering, which firm shall be reasonably acceptable to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderParticipating Holders. (b) The Company Notwithstanding Sections 4.01 and 4.03(a), subject to Hertz’s compliance with its obligations under Article III hereof, Hertz shall have no obligation not be obligated to take any action (including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto) to effect an underwritten offering under this Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 4 on behalf 4.03(a) if, within the 30-day period prior to any election by a Holder pursuant to Section 4.03(a), Hertz has issued a notice to the Holders pursuant to Section 3.01 hereof of a proposed registered Underwritten Offering of Common Shares for its own account, which Hertz continues in good faith to pursue such registered Underwritten Offering until the earliest to occur of: (A) the abandonment, cessation or withdrawal of such Underwritten Offering; (B) 90 days following the effective date of the holders prospectus supplement pertaining to such Underwritten Offering; or (C) the date that all of the Common Shares covered thereby have been disposed of in accordance with the intended methods of disposition. If Hertz issues a notice of a proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof and subsequently abandons, ceases or withdraws such Underwritten Offering, any notice thereafter issued by Hertz of a subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof shall not pre-empt Hertz’s obligations pursuant to Sections 4.01 or 4.03(a) or restrict the Holders’ rights to sell, or offer to sell, any Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365Underwritten Offering requested pursuant to Sections 4.01 or 4.03(a) during the 30-day periodperiod commencing on the day immediately following the date that the Icahn Group receives notice from Hertz of such abandonment, cessation or withdrawal of such Underwritten Offering. (c) IfWith respect to any Underwritten Offering of Registrable Securities on a Shelf Registration Statement initiated by the Holders pursuant to Section 4.03(a) hereof, in connection with no securities to be sold for the account of any such underwritten offering, Person (including Hertz) other than the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Holders shall be included in such offering exceeds the number which can Underwritten Offering; provided that securities to be sold without adversely affecting for the marketability account of Hertz and any Ten Percent Holder may be included in such offering (including an adverse effect on the per share offering price)Shelf Registration Statement if, and only if, the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of managing underwriter advises the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on and Hertz in writing that the basis of the aggregate number inclusion of such securities or shares owned by each would not have an Adverse Effect on such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsUnderwritten Offering. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. Each of (ai) At the holders of a majority of the THL Registrable Securities or (ii) the holders of a majority of the IPC Registrable Securities shall have the right at any time that a shelf registration statement covering or from time to time to elect to sell Shelf Registrable Securities pursuant to Section 2 or Section 3 is effectivean Underwritten Offering, if any Holder delivers a notice and shall make such election by delivering to the Company (a “Take-Down Notice”) stating Shelf Offering Notice with respect to such Underwritten Offering specifying the number of Shelf Registrable Securities that it intends such Holders desire to sell all or part pursuant to such offering. As promptly as practicable, but no later than two (2) business days after receipt of its Registrable Securities included by it on the shelf registration statement (a “such Shelf Offering”)Offering Notice, then the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable give written notice of such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders Holders of Shelf Registrable Securities. The Company, subject to subsection 2.3.6 and Section 3.5, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within three (3) days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) days after the receipt of a Shelf Offering Notice), use its best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders of Registrable Securities included on initiating such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if until such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act time as the lead underwriter information contained therein is or underwriters becomes available to the public generally, other than as a result of disclosure by the Holder in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number breach of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(sholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(sholder(s) and the Company within five (5) business days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. 2,000,000. (c) If a Shelf Offering of Registrable Securities included in a Required Demand Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock Shares and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx Holder (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders pursuant to Section 2 shall be subject to the procedures set forth in Section 3(b)3.

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Take- Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement Shelf Registration Statement (a “Shelf Offering”), then then, the Company shall amend or supplement the shelf registration statement Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Take- Down Notice to all other holders of Registrable Securities included on such shelf Shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Shelf Registration Statement in the Shelf Offering if such holder Holder notifies the proposing Holder(s) and the Company within five days ten (10) Business Days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Demand Registration Statement pursuant to Section 2 is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement Patriot shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities Other Securities the Company proposes to sell, and (iii) third, any other securities Other Securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (dc) In addition to Sections Section (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Demand Registration Statement initiated by Patriot shall be subject to the procedures set forth in Section 2 and a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At Subject to Section 4.03(b), if the Holders who are included in any time that offering pursuant to a shelf registration statement covering Shelf Registration Statement so elect, and such Holders have requested to include at least 5,000,000 Registrable Securities pursuant to Section 2 (as adjusted for any stock splits, stock dividends, combinations, reorganizations or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”similar events) stating that it intends to sell all or part of its Registrable Securities included owned by it on the shelf registration statement (a “Shelf Offering”)them in such offering, then the Company Holders may elect to conduct such offering in the form of an Underwritten Offering and the terms of this Article IV shall amend or supplement the shelf registration statement as may be necessary in order otherwise apply with respect to enable such Registrable Securities Underwritten Offering on such Shelf Registration Statement. With respect to any such qualifying Underwritten Offering, Xerox shall select an investment banking firm of national standing to be distributed pursuant the managing underwriter for the offering, which firm shall be reasonably acceptable to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderParticipating Holders. (b) The Company Notwithstanding Sections 4.01 and 4.03(a), subject to Xerox’s compliance with its obligations under Article III hereof, Xerox shall have no obligation not be obligated to take any action (including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto) to effect an underwritten offering under this Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 4 on behalf 4.03(a) if, within the 30-day period prior to any election by a Holder pursuant to Section 4.03(a), Xerox has issued a notice to the Holders pursuant to Section 3.01 hereof of a proposed registered Underwritten Offering of Common Shares for its own account, which Xerox continues in good faith to pursue such registered Underwritten Offering until the earliest to occur of: (A) the abandonment, cessation or withdrawal of such Underwritten Offering; (B) 90 days following the effective date of the holders prospectus supplement pertaining to such Underwritten Offering; or (C) the date that all of the Common Shares covered thereby have been disposed of in accordance with the intended methods of disposition. If Xerox issues a notice of a proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof and subsequently abandons, ceases or withdraws such Underwritten Offering, any notice thereafter issued by Xerox of a subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof shall not pre-empt Xerox’s obligations pursuant to Sections 4.01 or 4.03(a) or restrict the Holders’ rights to sell, or offer to sell, any Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365Underwritten Offering requested pursuant to Sections 4.01 or 4.03(a) during the 30-day periodperiod commencing on the day immediately following the date that the Icahn Group and the Xxxxxx Group receive notice from Xerox of such abandonment, cessation or withdrawal of such Underwritten Offering. (c) IfWith respect to any Underwritten Offering of Registrable Securities on a Shelf Registration Statement initiated by the Holders pursuant to Section 4.03(a) hereof, in connection with no securities to be sold for the account of any such underwritten offering, Person (including Xerox) other than the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Holders shall be included in such offering exceeds the number which can Underwritten Offering; provided that securities to be sold without adversely affecting for the marketability account of Xerox and any Ten Percent Holder may be included in such offering (including an adverse effect on the per share offering price)Shelf Registration Statement if, and only if, the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of managing underwriter advises the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on and Xerox in writing that the basis of the aggregate number inclusion of such securities or shares owned by each would not have an Adverse Effect on such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsUnderwritten Offering. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At Subject to Section 5.3(b), if the Holders who are included in any time that offering pursuant to a shelf registration statement covering Shelf Registration Statement so elect, and such Holders have requested to include all Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included owned by it on the shelf registration statement (a “Shelf Offering”)them in such offering, then the Company Holders may elect to conduct such offering in the form of an Underwritten Offering and the terms of this Article V shall amend or supplement the shelf registration statement as may be necessary in order otherwise apply with respect to enable such Registrable Securities Underwritten Offering on such Shelf Registration Statement. With respect to any such qualifying Underwritten Offering, Lionsgate shall select an investment banking firm of national standing to be distributed pursuant the managing underwriter for the offering, which firm shall be reasonably acceptable to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderParticipating Holders. (b) The Company Notwithstanding Sections 5.1 and 5.3(a), subject to Lionsgate’s compliance with its obligations under Article IV hereof, Lionsgate shall have no obligation not be obligated to take any action (including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto) to effect an underwritten offering under this Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 4 5.3(a) if, within the 30-day period prior to any election by a Holder pursuant to Section 5.3(a), Lionsgate has issued a notice to the Holders pursuant to Section 4.1 hereof of a proposed registered Underwritten Offering of Common Shares for its own account, continuing while Lionsgate continues in good faith to pursue such registered Underwritten Offering and ending upon the earliest to occur of: (A) in the case of a Registration Statement on behalf Form S-3 (or any successor or similar short-form registration statement), forty-five (45) days and in the case of a Registration Statement on Form S-1 (or any successor or similar long-form registration statement), sixty (60) days, in each case following Lionsgate’s issuance of the holders of Registrable Securities electing notice to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders pursuant to Section 4.1 hereof, unless, on or prior to such date, Lionsgate shall have executed an underwriting agreement with the managing underwriter with respect to such proposed Underwritten Offering; provided that such forty-five (45) or sixty (60) day period (as applicable) shall be extended for up to forty-five (45) additional days if the underwriting agreement has not been executed because there has been a failure to resolve all requirements of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters Commission in connection with declaring such offering. Additionally, in no event shall the Company be required to engage in more than one Registration Statement or applicable prospectus supplement effective during such underwritten offering in any 365additional 45-day period; (B) the abandonment, cessation or withdrawal of such Underwritten Offering; (C) 90 days following the effective date of the prospectus supplement pertaining to such Underwritten Offering; or (D) the date that all of the Common Shares covered thereby have been disposed of in accordance with the intended methods of disposition. If Lionsgate issues a notice of a proposed Underwritten Offering of Common Shares for its own account pursuant to Section 4.1 hereof and subsequently abandons, ceases or withdraws such Underwritten Offering, any notice thereafter issued by Lionsgate of a subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section 4.1 hereof shall not pre-empt Lionsgate’s obligations pursuant to Section 5.1 or 5.3(a) or restrict the Holders’ rights to sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 5.1 or 5.3(a) during the 30-day period commencing on the day immediately following the date that the AT&T Group receives notice from Lionsgate of such abandonment, cessation or withdrawal of such Underwritten Offering. (c) IfWith respect to any Underwritten Offering of Registrable Securities on a Shelf Registration Statement initiated by the Holders pursuant to Section 5.3(a) hereof, in connection with no securities to be sold for the account of any such underwritten offering, Person (including Lionsgate) other than the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Holders shall be included in such offering exceeds the number which can Underwritten Offering; provided that securities to be sold without adversely affecting for the marketability account of Lionsgate and any Ten Percent Holder may be included in such offering (including an adverse effect on the per share offering price)Shelf Registration Statement if, and only if, the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of managing underwriter advises the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on and Lionsgate in writing that the basis of the aggregate number inclusion of such securities or shares owned by each would not have an Adverse Effect on such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsUnderwritten Offering. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At Subject to Section 4.03(b), if the Holders who are included in any time that offering pursuant to a shelf registration statement covering Shelf Registration Statement so elect, and such Holders have requested to include at least 4,246,611 Registrable Securities pursuant to Section 2 (as adjusted for any stock splits, stock dividends, combinations, reorganizations or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”similar events) stating that it intends to sell all or part of its Registrable Securities included owned by it on the shelf registration statement (a “Shelf Offering”)them in such offering, then the Company Holders may elect to conduct such offering in the form of an Underwritten Offering and the terms of this Article IV shall amend or supplement the shelf registration statement as may be necessary in order otherwise apply with respect to enable such Registrable Securities Underwritten Offering on such Shelf Registration Statement. With respect to any such qualifying Underwritten Offering, Hertz shall select an investment banking firm of national standing to be distributed pursuant the managing underwriter for the offering, which firm shall be reasonably acceptable to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderParticipating Holders. (b) The Company Notwithstanding Sections 4.01 and 4.03(a), subject to Hertz's compliance with its obligations under Article III hereof, Hertz shall have no obligation not be obligated to take any action (including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto) to effect an underwritten offering under this Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 4 on behalf 4.03(a) if, within the 30-day period prior to any election by a Holder pursuant to Section 4.03(a), Hertz has issued a notice to the Holders pursuant to Section 3.01 hereof of a proposed registered Underwritten Offering of Common Shares for its own account, which Hertz continues in good faith to pursue such registered Underwritten Offering until the earliest to occur of: (A) the abandonment, cessation or withdrawal of such Underwritten Offering; (B) 90 days following the effective date of the holders prospectus supplement pertaining to such Underwritten Offering; or (C) the date that all of the Common Shares covered thereby have been disposed of in accordance with the intended methods of disposition. If Hertz issues a notice of a proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof and subsequently abandons, ceases or withdraws such Underwritten Offering, any notice thereafter issued by Hertz of a subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof shall not pre-empt Hertz's obligations pursuant to Sections 4.01 or 4.03(a) or restrict the Holders' rights to sell, or offer to sell, any Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365Underwritten Offering requested pursuant to Sections 4.01 or 4.03(a) during the 30-day periodperiod commencing on the day immediately following the date that the Icahn Group receives notice from Hertz of such abandonment, cessation or withdrawal of such Underwritten Offering. (c) IfWith respect to any Underwritten Offering of Registrable Securities on a Shelf Registration Statement initiated by the Holders pursuant to Section 4.03(a) hereof, in connection with no securities to be sold for the account of any such underwritten offering, Person (including Hertz) other than the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Holders shall be included in such offering exceeds the number which can Underwritten Offering; provided that securities to be sold without adversely affecting for the marketability account of Hertz and any Ten Percent Holder may be included in such offering (including an adverse effect on the per share offering price)Shelf Registration Statement if, and only if, the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of managing underwriter advises the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on and Hertz in writing that the basis of the aggregate number inclusion of such securities or shares owned by each would not have an Adverse Effect on such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsUnderwritten Offering. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(sholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(sholder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderHolder . (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. 5,000,000. (c) If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx Holder (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(sholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(sholder(s) and the Company within five (5) business days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. 5,000,000. (c) If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx Holder (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) a. At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(sholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(sholder(s) and the Company within five days ten (10) Business Days after delivery of the Take-Down Notice to such Holder. (b) b. The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed Two Million Dollars ($20,000,000. 2,000,000). c. If a Shelf Offering of Registrable Securities included in a Required Demand Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement Patriot shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx Holder (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) d. In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Demand Registration Statement initiated by Patriot shall be subject to the procedures set forth in Section 2 and a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At The holders of a majority of the THL Registrable Securities shall have the right at any time that a shelf registration statement covering or from time to time to elect to sell Shelf Registrable Securities pursuant to Section 2 or Section 3 is effectivean Underwritten Offering, if any Holder delivers a notice and shall make such election by delivering to the Company (a “Take-Down Notice”) stating Shelf Offering Notice with respect to such Underwritten Offering specifying the number of Shelf Registrable Securities that it intends such Holders desire to sell all or part pursuant to such offering. As promptly as practicable, but no later than two (2) Business Days after receipt of its Registrable Securities included by it on the shelf registration statement (a “such Shelf Offering”)Offering Notice, then the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable give written notice of such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders Holders of Shelf Registrable Securities. The Company, subject to subsection 2.3.6 and Section 3.5, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) days after the receipt of a Shelf Offering Notice), use its best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders of Registrable Securities included on initiating such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if until such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act time as the lead underwriter information contained therein is or underwriters becomes available to the public generally, other than as a result of disclosure by the Holder in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number breach of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders Holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder Holder notifies the proposing Holder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such Holder. . (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders Holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,00010,000,000. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any six (6) month period. (c) If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such personPerson, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockup agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At Subject to Section 4.03(b), if the Holders who are included in any time that offering pursuant to a shelf registration statement covering Shelf Registration Statement so elect, and such Holders have requested to include at least 1,415,537 Registrable Securities pursuant to Section 2 (as adjusted for any stock splits, stock dividends, combinations, reorganizations or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”similar events) stating that it intends to sell all or part of its Registrable Securities included owned by it on the shelf registration statement (a “Shelf Offering”)them in such offering, then the Company Holders may elect to conduct such offering in the form of an Underwritten Offering and the terms of this Article IV shall amend or supplement the shelf registration statement as may be necessary in order otherwise apply with respect to enable such Registrable Securities Underwritten Offering on such Shelf Registration Statement. With respect to any such qualifying Underwritten Offering, HERC shall select an investment banking firm of national standing to be distributed pursuant the managing underwriter for the offering, which firm shall be reasonably acceptable to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderParticipating Holders. (b) The Company Notwithstanding Sections 4.01 and 4.03(a), subject to HERC's compliance with its obligations under Article III hereof, HERC shall have no obligation not be obligated to take any action (including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto) to effect an underwritten offering under this Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 4 on behalf 4.03(a) if, within the 30-day period prior to any election by a Holder pursuant to Section 4.03(a), HERC has issued a notice to the Holders pursuant to Section 3.01 hereof of a proposed registered Underwritten Offering of Common Shares for its own account, which HERC continues in good faith to pursue such registered Underwritten Offering until the earliest to occur of: (A) the abandonment, cessation or withdrawal of such Underwritten Offering; (B) 90 days following the effective date of the holders prospectus supplement pertaining to such Underwritten Offering; or (C) the date that all of the Common Shares covered thereby have been disposed of in accordance with the intended methods of disposition. If HERC issues a notice of a proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof and subsequently abandons, ceases or withdraws such Underwritten Offering, any notice thereafter issued by HERC of a subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof shall not pre-empt HERC's obligations pursuant to Sections 4.01 or 4.03(a) or restrict the Holders' rights to sell, or offer to sell, any Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365Underwritten Offering requested pursuant to Sections 4.01 or 4.03(a) during the 30-day periodperiod commencing on the day immediately following the date that the Icahn Group receives notice from HERC of such abandonment, cessation or withdrawal of such Underwritten Offering. (c) IfWith respect to any Underwritten Offering of Registrable Securities on a Shelf Registration Statement initiated by the Holders pursuant to Section 4.03(a) hereof, in connection with no securities to be sold for the account of any such underwritten offering, Person (including HERC) other than the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Holders shall be included in such offering exceeds the number which can Underwritten Offering; provided that securities to be sold without adversely affecting for the marketability account of HERC and any Ten Percent Holder may be included in such offering (including an adverse effect on the per share offering price)Shelf Registration Statement if, and only if, the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of managing underwriter advises the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on and HERC in writing that the basis of the aggregate number inclusion of such securities or shares owned by each would not have an Adverse Effect on such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsUnderwritten Offering. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At Subject to Section 4.03(b), if the Holders who are included in any time that offering pursuant to a shelf registration statement covering Shelf Registration Statement so elect, and such Holders have requested to include at least 5,000,000 Registrable Securities pursuant to Section 2 (as adjusted for any stock splits, stock dividends, combinations, reorganizations or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”similar events) stating that it intends to sell all or part of its Registrable Securities included owned by it on the shelf registration statement (a “Shelf Offering”)them in such offering, then the Company Holders may elect to conduct such offering in the form of an Underwritten Offering and the terms of this Article IV shall amend or supplement the shelf registration statement as may be necessary in order otherwise apply with respect to enable such Registrable Securities Underwritten Offering on such Shelf Registration Statement. With respect to any such qualifying Underwritten Offering, Xerox shall select an investment banking firm of national standing to be distributed pursuant the managing underwriter for the offering, which firm shall be reasonably acceptable to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderParticipating Holders. (b) The Company Notwithstanding Sections 4.01 and 4.03(a), subject to Xerox’s compliance with its obligations under Article III hereof, Xerox shall have no obligation not be obligated to take any action (including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto) to effect an underwritten offering under this Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 4 on behalf 4.03(a) if, within the 30-day period prior to any election by a Holder pursuant to Section 4.03(a), Xerox has issued a notice to the Holders pursuant to Section 3.01 hereof of a proposed registered Underwritten Offering of Common Shares for its own account, which Xerox continues in good faith to pursue such registered Underwritten Offering until the earliest to occur of: (A) the abandonment, cessation or withdrawal of such Underwritten Offering; (B) 90 days following the effective date of the holders prospectus supplement pertaining to such Underwritten Offering; or (C) the date that all of the Common Shares covered thereby have been disposed of in accordance with the intended methods of disposition. If Xerox issues a notice of a proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof and subsequently abandons, ceases or withdraws such Underwritten Offering, any notice thereafter issued by Xerox of a subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.01 hereof shall not pre-empt Xerox’s obligations pursuant to Sections 4.01 or 4.03(a) or restrict the Holders’ rights to sell, or offer to sell, any Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365Underwritten Offering requested pursuant to Sections 4.01 or 4.03(a) during the 30-day periodperiod commencing on the day immediately following the date that the Icahn Group and the Dxxxxx Group receive notice from Xerox of such abandonment, cessation or withdrawal of such Underwritten Offering. (c) IfWith respect to any Underwritten Offering of Registrable Securities on a Shelf Registration Statement initiated by the Holders pursuant to Section 4.03(a) hereof, in connection with no securities to be sold for the account of any such underwritten offering, Person (including Xerox) other than the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Holders shall be included in such offering exceeds the number which can Underwritten Offering; provided that securities to be sold without adversely affecting for the marketability account of Xerox and any Ten Percent Holder may be included in such offering (including an adverse effect on the per share offering price)Shelf Registration Statement if, and only if, the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of managing underwriter advises the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on and Xerox in writing that the basis of the aggregate number inclusion of such securities or shares owned by each would not have an Adverse Effect on such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsUnderwritten Offering. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At Subject to Section 4.3(b), if the Holders who are included in any time that offering pursuant to a shelf registration statement covering Shelf Registration Statement so elect, and such Holders have requested to include at least 1,000,000 Registrable Securities pursuant to Section 2 (as adjusted for any stock splits, stock dividends, combinations, reorganizations or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”similar events) stating that it intends to sell all or part of its Registrable Securities included owned by it on the shelf registration statement (a “Shelf Offering”)them in such offering, then the Company Holders may elect to conduct such offering in the form of an Underwritten Offering and the terms of this Article IV shall amend or supplement the shelf registration statement as may be necessary in order otherwise apply with respect to enable such Registrable Securities Underwritten Offering on such Shelf Registration Statement. With respect to any such qualifying Underwritten Offering, Lionsgate and Discovery shall jointly select an investment banking firm of national standing to be distributed pursuant the managing underwriter for the offering, which firm shall be reasonably acceptable to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderParticipating Holders. (b) The Company Notwithstanding Sections 4.1 and 4.3(a), subject to Lionsgate’s compliance with its obligations under Article III hereof, Lionsgate shall have no obligation not be obligated to take any action (including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto) to effect an underwritten offering under this Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 4 4.3(a) if, within the 30-day period prior to any election by a Holder pursuant to Section 4.3(a), Lionsgate has issued a notice to the Holders pursuant to Section 3.1 hereof of a proposed registered Underwritten Offering of Common Shares for its own account, continuing while Lionsgate continues in good faith to pursue such registered Underwritten Offering and ending upon the earliest to occur of: (A) in the case of a Registration Statement on behalf Form S-3 (or any successor or similar short-form registration statement), forty-five (45) days and in the case of a Registration Statement on Form S-1 (or any successor or similar long-form registration statement), sixty (60) days, in each case following Lionsgate’s issuance of the holders of Registrable Securities electing notice to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders pursuant to Section 3.1 hereof, unless, on or prior to such date, Lionsgate shall have executed an underwriting agreement with the managing underwriter with respect to such proposed Underwritten Offering; provided that such forty-five (45) or sixty (60) day period (as applicable) shall be extended for up to forty-five (45) additional days if the underwriting agreement has not been executed because there has been a failure to resolve all requirements of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters Commission in connection with declaring such offering. Additionally, in no event shall the Company be required to engage in more than one Registration Statement or applicable prospectus supplement effective during such underwritten offering in any 365additional 45-day period; (B) the abandonment, cessation or withdrawal of such Underwritten Offering; (C) 90 days following the effective date of the prospectus supplement pertaining to such Underwritten Offering; or (D) the date that all of the Common Shares covered thereby have been disposed of in accordance with the intended methods of disposition. If Lionsgate issues a notice of a proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such Underwritten Offering, any notice thereafter issued by Lionsgate of a subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.1 hereof shall not pre-empt Lionsgate’s obligations pursuant to Sections 4.1 or 4.3(a) or restrict the Holders’ rights to sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Sections 4.1 or 4.3(a) during the 30-day period commencing on the day immediately following the date that the Discovery Group receives notice from Lionsgate of such abandonment, cessation or withdrawal of such Underwritten Offering. (c) IfWith respect to any Underwritten Offering of Registrable Securities on a Shelf Registration Statement initiated by the Holders pursuant to Section 4.3(a) hereof, in connection with no securities to be sold for the account of any such underwritten offering, Person (including Lionsgate) other than the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Holders shall be included in such offering exceeds the number which can Underwritten Offering; provided that securities to be sold without adversely affecting for the marketability account of Lionsgate and any Ten Percent Holder may be included in such offering (including an adverse effect on the per share offering price)Shelf Registration Statement if, and only if, the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of managing underwriter advises the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on and Lionsgate in writing that the basis of the aggregate number inclusion of such securities or shares owned by each would not have an Adverse Effect on such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsUnderwritten Offering. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “"Take-Down Notice”") stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “"Shelf Offering”"), then then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(sholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(sholder(s) and the Company within five (5) business days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. 5,000,000. (c) If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx Holder (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At Subject to Section 4.3(b), if the Holders who are included in any time that offering pursuant to a shelf registration statement covering Shelf Registration Statement so elect, and such Holders have requested to include at least 1,000,000 Registrable Securities pursuant to Section 2 (as adjusted for any stock splits, stock dividends, combinations, reorganizations or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”similar events) stating that it intends to sell all or part of its Registrable Securities included owned by it on the shelf registration statement (a “Shelf Offering”)them in such offering, then the Company Holders may elect to conduct such offering in the form of an Underwritten Offering and the terms of this Article IV shall amend or supplement the shelf registration statement as may be necessary in order otherwise apply with respect to enable such Registrable Securities Underwritten Offering on such Shelf Registration Statement. With respect to any such qualifying Underwritten Offering, Lionsgate and Liberty shall jointly select an investment banking firm of national standing to be distributed pursuant the managing underwriter for the offering, which firm shall be reasonably acceptable to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such HolderParticipating Holders. (b) The Company Notwithstanding Sections 4.1 and 4.3(a), subject to Lionsgate’s compliance with its obligations under Article III hereof, Lionsgate shall have no obligation not be obligated to take any action (including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto) to effect an underwritten offering under this Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Section 4 4.3(a) if, within the 30-day period prior to any election by a Holder pursuant to Section 4.3(a), Lionsgate has issued a notice to the Holders pursuant to Section 3.1 hereof of a proposed registered Underwritten Offering of Common Shares for its own account, continuing while Lionsgate continues in good faith to pursue such registered Underwritten Offering and ending upon the earliest to occur of: (A) in the case of a Registration Statement on behalf Form S-3 (or any successor or similar short-form registration statement), forty-five (45) days and in the case of a Registration Statement on Form S-1 (or any successor or similar long-form registration statement), sixty (60) days, in each case following Lionsgate’s issuance of the holders of Registrable Securities electing notice to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders pursuant to Section 3.1 hereof, unless, on or prior to such date, Lionsgate shall have executed an underwriting agreement with the managing underwriter with respect to such proposed Underwritten Offering; provided that such forty-five (45) or sixty (60) day period (as applicable) shall be extended for up to forty-five (45) additional days if the underwriting agreement has not been executed because there has been a failure to resolve all requirements of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters Commission in connection with declaring such offering. Additionally, in no event shall the Company be required to engage in more than one Registration Statement or applicable prospectus supplement effective during such underwritten offering in any 365additional 45-day period; (B) the abandonment, cessation or withdrawal of such Underwritten Offering; (C) 90 days following the effective date of the prospectus supplement pertaining to such Underwritten Offering; or (D) the date that all of the Common Shares covered thereby have been disposed of in accordance with the intended methods of disposition. If Lionsgate issues a notice of a proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such Underwritten Offering, any notice thereafter issued by Lionsgate of a subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section 3.1 hereof shall not pre-empt Lionsgate’s obligations pursuant to Sections 4.1 or 4.3(a) or restrict the Holders’ rights to sell, or offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to Sections 4.1 or 4.3(a) during the 30-day period commencing on the day immediately following the date that the Liberty Group receives notice from Lionsgate of such abandonment, cessation or withdrawal of such Underwritten Offering. (c) IfWith respect to any Underwritten Offering of Registrable Securities on a Shelf Registration Statement initiated by the Holders pursuant to Section 4.3(a) hereof, in connection with no securities to be sold for the account of any such underwritten offering, Person (including Lionsgate) other than the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Holders shall be included in such offering exceeds the number which can Underwritten Offering; provided that securities to be sold without adversely affecting for the marketability account of Lionsgate and any Ten Percent Holder may be included in such offering (including an adverse effect on the per share offering price)Shelf Registration Statement if, and only if, the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of managing underwriter advises the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on and Lionsgate in writing that the basis of the aggregate number inclusion of such securities or shares owned by each would not have an Adverse Effect on such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsUnderwritten Offering. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At The holders of a majority of the THL Registrable Securities shall have the right at any time that a shelf registration statement covering or from time to time to elect to sell Shelf Registrable Securities pursuant to Section 2 or Section 3 is effectivean Underwritten Offering, if any Holder delivers a notice and shall make such election by delivering to the Company (a “Take-Down Notice”) stating Shelf Offering Notice with respect to such Underwritten Offering specifying the number of Shelf Registrable Securities that it intends such Holders desire to sell all or part pursuant to such offering. As promptly as practicable, but no later than two (2) business days after receipt of its Registrable Securities included by it on the shelf registration statement (a “such Shelf Offering”)Offering Notice, then the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable give written notice of such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders Holders of Shelf Registrable Securities. The Company, subject to subsection 2.3.6 and Section 3.5, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within three (3) days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) days after the receipt of a Shelf Offering Notice), use its best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders of Registrable Securities included on initiating such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if until such holder notifies the proposing Holder(s) and the Company within five days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act time as the lead underwriter information contained therein is or underwriters becomes available to the public generally, other than as a result of disclosure by the Holder in connection with such offering. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number breach of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, second, the Common Stock and other securities the Company proposes to sell, and third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).

Underwritten Shelf Offerings. (a) At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take-Down Notice to all other holders Holders of Registrable Securities included on such shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder Holder notifies the proposing Holder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such Holder. (b) The Company shall have no obligation to effect an underwritten offering under this Section 4 on behalf of the holders Holders of Registrable Securities electing to participate in such offering unless the expected gross proceeds from such offering exceed $20,000,000. 5,000,000. (c) If a Shelf Offering of Registrable Securities included in a Required Registration Statement is to be conducted as an underwritten offering, then the Holders of the majority of the Registrable Securities included in a Required Registration Statement shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. Additionally, in no event shall the Company be required to engage in more than one such underwritten offering in any 365-day period. (c) If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and other securities the Company proposes to sell, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (d) In addition to Sections (a) and (b) of this Section 4, a Shelf Offering of Registrable Securities included on a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b).