Common use of Underwritten Shelf Take-Downs Clause in Contracts

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf HolderSxxxx Xxxxxx’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per per-security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed exceeds such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Holder that is a Shelf Take-Down Initiating Holder may elect so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other Equity Securities marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). (ii) Promptly upon delivery of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf-Take Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) If a Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Restricted Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringRestricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down, (C) an invitation to the other Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Shelf Holders if any such Shelf Holder elects to exercise such right. (iv) Upon delivery of a Restricted Shelf Take-Down Notice, the other Shelf Holders may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Shelf Holder, by sending an irrevocable written notice to the initiating Shelf Holder, indicating its election to participate in the Restricted Shelf Take-Down and the total number of its Registrable Securities to include in the Restricted Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Shelf Holder initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Demand Holder that is a Shelf Take-Down Initiating Holder may elect (collectively, “Investor Shelf Holders”) so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Investor Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Investor Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down requested by an Investor Shelf Holder shall not be reduced unless all other Equity Securities deemed to reduce the number of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from Demand Rights such Investor Shelf Holder is entitled to under Section 2.1(a). (ii) Promptly upon delivery of an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf-Take Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Investor Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Investor Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if an Investor Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Investor Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Investor Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Restricted Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringRestricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down and (C) an invitation to the other Investor Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Investor Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Investor Shelf Holders if any such Investor Shelf Holder elects to exercise such right. Any Restricted Shelf Take-Down shall be (x) deemed to reduce the number of Demand Rights the initiating Investor Shelf Holder is entitled to under Section 2.1(a), (y) required to comply with a minimum size requirement equal to fifty percent (50%) of the minimum size requirements set forth in Section 2.2(b) (unless the initiating Investor Shelf Holder requests the filing of a new Shelf Registration Statement in order to effect such Restricted Shelf Take-Down and at such time the Company is not eligible to use an Automatic Shelf Registration Statement, in which case the minimum size requirements set forth in Section 2.2(b) shall apply), and (z) subject to the limits set forth in Section 2.2(b). (iv) Upon delivery of a Restricted Shelf Take-Down Notice, the other Investor Shelf Holders may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Investor Shelf Holder, by sending an irrevocable written notice (a “Take-Down Participation Notice”) to the initiating Investor Shelf Holder, indicating its election to participate in the Restricted Shelf Take-Down and the total number of its Registrable Securities to include in the Restricted Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Investor Shelf Holder initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. Subject to Section 3.1(d)(i), any Initiating Holder (Abut only an Initiating Holder) A with respect to a Shelf Take-Down Initiating Holder (including any Restricted Shelf Take-Down) may elect in a written demand delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any such Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo the Company shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders ; provided, that own a majority of the Registrable Securities to be offered for sale in any such Underwritten Shelf Take-Down shall be deemed to be, for purposes of Section 3.2, a Demand Registration. The Initiating Holder that delivers such Underwritten Shelf Take-Down Notice shall have the right to select the Underwriter underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter underwriter or Underwriters underwriters shall be reasonably acceptable to PubCo. (B) the Company. With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering underwriting to the extent provided herein. PubCoThe Company shall, together with all Shelf Holders proposing and Third Party Shelf Holders of Registrable Securities of the Company that are permitted to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with this Section 3.1(d)(ii)(A3.1(d)(ii). Notwithstanding any other provision of this Section 3.13.1 (other than Section 3.1(d)(iv)), if the Underwriter underwriter shall advise PubCo the Company that marketing factors (including an adverse effect on the per security share offering price) require a limitation of the number of Registrable Securities shares to be underwritten in an Underwritten Shelf Take-Down, then PubCo the Company shall so advise all Shelf Holders and Third Party Shelf Holders of Registrable Securities that are permitted to, and have requested to to, participate in such Underwritten Shelf Take-Down, and the number of shares of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders and Third Party Shelf Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders and Third Party Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining requesting Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriterunderwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (ASubject to Section 2.3(e) A and Section 2.9, if the Initiating Shelf Take-Down Initiating Holder may elect in a so elects by written demand delivered request to PubCo the Company (such request, an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to shall be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”)) and if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down, and PubCo shall, if so requested, file and effect an amendment the Company shall amend or supplement of the Shelf Registration Statement for such purpose as soon as practicablepossible. The Such Initiating Shelf Take-Down Holders that own a majority of initiated the Registrable Securities to be offered for sale in such applicable Underwritten Shelf Take-Down shall have the right to select the Underwriter managing underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter managing underwriter or Underwriters underwriters shall be reasonably acceptable to PubCo. (B) With respect to the Company. Notwithstanding the delivery of any Underwritten Shelf Take-Down (including Notice, all determinations as to whether to complete any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant and as to this Section 3.1(d)(ii)the timing, Section 3.1(d)(iii) or Section 3.1(d)(iv)manner, as the case may be, the right price and other terms and conditions of such Shelf Holder to participate in such any Underwritten Shelf Take-Down shall be conditioned upon such at the sole discretion of the Initiating Shelf Holder’s participation in such underwriting and Take-Down Holders that initiated the inclusion of such applicable Underwritten Shelf Holder’s Registrable Securities in Take-Down. In connection with any Underwritten Shelf Take-Down, the Underwritten Offering to the extent provided herein. PubCoCompany shall, together with all participating Shelf Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through such Underwritten Shelf Take-DownDown in accordance with this Section 2.2, shall enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the Underwriter managing underwriter or Underwriters underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 3.1(d)(ii)(A2.2(b). Notwithstanding any Such underwriting agreement shall contain such representations and warranties by, and the other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect agreements on the per security offering price) require a limitation part of, the Company to and for the benefit of the number of Registrable Securities Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be underwritten entitled to participate in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate Down in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among accordance with this Section 2.2 unless such Shelf Holders in proportionHolder completes and executes all questionnaires, as nearly as practicablepowers of attorney, to indemnities and other documents required under the respective amounts of Registrable Securities held by such Shelf Holders at the time terms of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offeringunderwriting agreement.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Demand Holder that is a Shelf Take-Down Initiating Holder may elect (collectively, “Investor Shelf Holders”) so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Investor Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Investor Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down requested by an Investor Shelf Holder shall not be reduced unless all other Equity Securities deemed to reduce the number of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from Demand Rights such Investor Shelf Holder is entitled to under Section 2.1(a). (ii) Promptly upon delivery of an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf Take-Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if an Investor Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Investor Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Restricted Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringRestricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down and (C) an invitation to the other Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Investor Shelf Holders if any such Shelf Holder elects to exercise such right. Any Restricted Shelf Take-Down shall be (x) deemed to reduce the number of Demand Rights the initiating Investor Shelf Holder is entitled to under Section 2.1(a), (y) required to comply with a minimum size requirement equal to fifty percent (50%) of the minimum size requirements set forth in Section 2.2(b) (unless the initiating Investor Shelf Holder requests the filing of a new Shelf Registration Statement in order to effect such Restricted Shelf Take-Down and at such time the Company is not eligible to use an Automatic Shelf Registration Statement, in which case the minimum size requirements set forth in Section 2.2(b) shall apply), and (z) subject to the limits set forth in Section 2.2(b). (iv) Upon delivery of a Restricted Shelf Take-Down Notice, the other Shelf Holders may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Investor Shelf Holder, by sending an irrevocable written notice (a “Take-Down Participation Notice”) to the initiating Investor Shelf Holder, indicating its election to participate in the Restricted Shelf Take-Down and the total number of its Registrable Securities to include in the Restricted Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Investor Shelf Holder initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per per-security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed exceeds such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (Aa) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo the Corporation (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated (including any Restricted Shelf Take-Down) to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo the Corporation shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicablepracticable but in no event later than twenty (20) days after the delivery of such Underwritten Shelf Take-Down Notice; provided, that any such Underwritten Shelf Take-Down must comply with Section 3(d) and involve the offer and sale by such Shelf Take-Down Initiating Holders of Registrable Securities having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $50,000,000 unless such Underwritten Shelf Take-Down is for all of the Registrable Securities then held by such Holder and its respective Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities). The Shelf Holders or any Third Party Shelf Holders of Registrable Securities participating in the Underwritten Shelf Take-Down that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter underwriter or Underwriters underwriters shall be reasonably acceptable to PubCothe Corporation. (Bb) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii2(d)(iii) or Section 3.1(d)(iv2(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s right of participation in such underwriting and the inclusion of such Shelf HolderXxxxx Xxxxxx’s Registrable Securities in the Underwritten Offering underwriting to the extent provided and requested herein. PubCoThe Corporation shall, together with all Shelf Holders and Third Party Shelf Holders of Registrable Securities of the Corporation proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with Section 3.1(d)(ii)(A2(d)(ii)(a). Notwithstanding any other provision of this Section 3.12, if the Underwriter underwriter shall reasonably advise PubCo the Corporation that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an a Underwritten Shelf Take-Down, then PubCo the Corporation shall so advise all Shelf Holders and Third Party Shelf Holders of Registrable Securities that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Take Down shall be allocated first pro rata among such Third Party Shelf Holders and second pro rata among the Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Third Party Shelf Holders and Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Third Party Shelf Holder or Shelf Holder that exceed exceeds such Shelf HolderThird Party Xxxxx Xxxxxx’s or Xxxxx Xxxxxx’s request shall be reallocated among the remaining Third Party Shelf Holders and Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriterunderwriter’s marketing limitation shall be included in such underwritten offering. To the extent that a Shelf Take-Down Initiating Holder is not able to include at least 50% of its Registrable Securities in such Underwritten Shelf Take-Down, then such Underwritten Shelf Take-Down shall not reduce the number of initiated Underwritten Shelf Take-Downs pursuant to Section 2(d)(i).

Underwritten Shelf Take-Downs. (ANotwithstanding the provisions of Section 2.1(c) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shallhereof, if so requested, file and effect an amendment or supplement of the a Shelf Registration Statement has become effective in accordance with Section 2.1(b) hereof and any Sponsor Holder (the “Initiating Shelf Holders”) of Registrable Securities covered by such Shelf Registration Statement advises Nasdaq in writing that it intends to sell Registrable Securities having a value (based on the average closing sale price per share of Common Stock for such purpose as soon as practicable. The Shelf Holders that own a majority 10 trading days preceding the registration request) of not less than $75,000,000 (or, if less, all of the Registrable Securities then held by all Holders) pursuant to an underwritten “take-down” under such Shelf Registration Statement which could involve a customary “road show” (a “Marketed Take-down”), then Nasdaq shall, within two (2) days of the receipt thereof, give written notice of such intention to all Holders of Registrable Securities under such Shelf Registration Statement and all other Persons that are, as of the date of this Registration Rights Agreement, entitled to be offered for sale included in such Underwritten Shelf underwriting, who, subject to Section 2.8, in each case must respond in writing within five (5) days requesting inclusion of such Holders’ Registrable Securities in such Marketed Take-down. The Company will use its commercially reasonable efforts to consummate such Marketed Take-Down shall have the right to select the Underwriter or Underwriters to administer as promptly as practicable. In such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may beevent, the right of such Shelf any Holder to participate include its Registrable Securities in such Underwritten Shelf Marketed Take-Down down shall be conditioned upon such Shelf Holder’s participation in such underwriting Marketed Take-down and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering Marketed Take-down to the extent provided herein. PubCo, together with all Shelf All Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, underwriting shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such underwriting by a majority in accordance with Section 3.1(d)(ii)(Ainterest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to Nasdaq). Notwithstanding any other provision of this Section 3.12.1, if the Underwriter shall advise PubCo that managing underwriter advises Nasdaq in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the per security offering price) require a limitation , timing or the distribution of the number of Registrable Securities securities to be underwritten in an Underwritten Shelf Take-Downoffered, then PubCo Nasdaq shall so advise all Shelf Holders that have requested of Registrable Securities which would otherwise be underwritten pursuant hereto, and, subject to participate in such Underwritten Shelf Take-DownSection 2.8, and the number amount of Registrable Securities that may be included in such Underwritten Shelf Take-Down the underwriting shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicablefollows: (i) first, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities other securities requested to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down registration by reason the Persons that are, as of the Underwriter’s marketing limitation shall date of this Registration Rights Agreement, entitled to be included in such underwriting and requested to be included in such registration that can, in the opinion of such managing underwriter, be sold, without having any such adverse effect, with the number of securities (including Registrable Securities) to be underwritten offeringallocated amongst such Persons on a pro rata basis determined based on the number of such securities (including Registrable Securities) requested for inclusion by such Person and (ii) second, to the extent all Registrable Securities and other securities requested to be included in such underwriting pursuant to the aforementioned (i) have been included, other securities requested to be included in such registration that can, in the opinion of the managing underwriter, be sold without having any such adverse effect.

Underwritten Shelf Take-Downs. (ASubject to Section 2.10(c) A and, in case of Marketed Underwritten Shelf Take-Downs, Section 2.4(e), if the Initiating Shelf Take-Down Initiating Holder may elect in a elects by written demand delivered request to PubCo the Company (such request, an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to shall be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”)) and if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down, and PubCo shall, if so requested, file and effect an amendment the Company shall amend or supplement of the Shelf Registration Statement for such purpose as soon as practicablepossible. The Such Initiating Shelf Take-Down Holders that own a majority of initiated the Registrable Securities to be offered for sale in such applicable Underwritten Shelf Take-Down shall have the right to select the Underwriter managing underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter managing underwriter or Underwriters underwriters shall be reasonably acceptable to PubCo. (B) With respect to the Company. Notwithstanding the delivery of any Underwritten Shelf Take-Down (including Notice, all determinations as to whether to complete any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant and as to this Section 3.1(d)(ii)the timing, Section 3.1(d)(iii) or Section 3.1(d)(iv)manner, as the case may be, the right price and other terms and conditions of such Shelf Holder to participate in such any Underwritten Shelf Take-Down shall be conditioned upon such at the sole discretion of the Initiating Shelf Holder’s participation in such underwriting and Take-Down Holders that initiated the inclusion of such applicable Underwritten Shelf Holder’s Registrable Securities in Take-Down. In connection with any Underwritten Shelf-Take Down, the Underwritten Offering to the extent provided herein. PubCoCompany shall, together with all participating Shelf Holders and participating Third Party Shelf Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through such Underwritten Shelf Take-DownDown in accordance with this Section 2.3, shall enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the Underwriter managing underwriter or Underwriters underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 3.1(d)(ii)(A2.3(b). Notwithstanding any The Shelf Participating Sponsor Holders shall cooperate with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. Such underwriting agreement shall contain such representations and warranties by, and the other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect agreements on the per security offering price) require a limitation part of, the Company to and for the benefit of the number of Registrable Securities Shelf Holders and Third Party Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder or Third Party Shelf Holder shall be underwritten entitled to participate in an Underwritten Shelf Take-DownDown in accordance with this Section 2.3 unless such Shelf Holder or Third Party Shelf Holder, then PubCo as the case may be, completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement. All reasonable out-of-pocket costs and expenses incurred by the Initiating Shelf Take-Down Holder that initiated the applicable Underwritten Shelf Take-Down in connection with such Underwritten Shelf Take-Down (to the extent not paid or reimbursed by Company) shall so advise all be borne on a pro rata basis in accordance with the number of Registrable Securities being sold by each of the Shelf Holders, Third Party Shelf Holders that have requested to participate and/or the Company in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (Aa) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo the Corporation (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated (including any Restricted Shelf Take-Down) to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo the Corporation shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicablepracticable but in no event later than thirty (30) days after the delivery of such Underwritten Shelf Take-Down Notice; provided, that any such Underwritten Shelf Take-Down must comply with Section 3(d) and involve the offer and sale by such Shelf Take-Down Initiating Holders of Registrable Securities having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $50,000,000 unless such Underwritten Shelf Take-Down is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities). The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter underwriter or Underwriters underwriters shall be reasonably acceptable to PubCothe Corporation. (Bb) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii2(d)(iii) or Section 3.1(d)(iv2(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s right of participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering underwriting to the extent provided and requested herein. PubCoThe Corporation shall, together with all Shelf Holders and Third Party Shelf Holders of Registrable Securities of the Corporation proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with Section 3.1(d)(ii)(A2(d)(ii)(a). Notwithstanding any other provision of this Section 3.12, if the Underwriter underwriter shall advise PubCo the Corporation that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an a Underwritten Shelf Take-Down, then PubCo the Corporation shall so advise all Shelf Holders and Third Party Shelf Holders of Registrable Securities that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated first pro rata among such Shelf Holders and second pro rata among the Third Party Shelf Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders and Third Party Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder or Third Party Shelf Holder that exceed exceeds such Shelf Holder’s or Third Party Shelf Holder’s request shall be reallocated among the remaining Shelf Holders and Third Party Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriterunderwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (ASubject to Section 2.10(c) A and, in case of Marketed Underwritten Shelf Take-Downs, Section 2.4(e), if the Initiating Shelf Take-Down Initiating Holder may elect in a elects by written demand delivered request to PubCo the Company (such request, an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to shall be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”)) and if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down, and PubCo shall, if so requested, file and effect an amendment the Company shall amend or supplement of the Shelf Registration Statement for such purpose as soon as practicablepossible. The Such Initiating Shelf Take-Down Holders that own a majority of initiated the Registrable Securities to be offered for sale in such applicable Underwritten Shelf Take-Down shall have the right to select the Underwriter managing underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter managing underwriter or Underwriters underwriters shall be reasonably acceptable to PubCo. (B) With respect to the Company. Notwithstanding the delivery of any Underwritten Shelf Take-Down (including Notice, all determinations as to whether to complete any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant and as to this Section 3.1(d)(ii)the timing, Section 3.1(d)(iii) or Section 3.1(d)(iv)manner, as the case may be, the right price and other terms and conditions of such Shelf Holder to participate in such any Underwritten Shelf Take-Down shall be conditioned upon such at the sole discretion of the Initiating Shelf Holder’s participation in such underwriting and Take-Down Holders that initiated the inclusion of such applicable Underwritten Shelf Holder’s Registrable Securities in Take-Down. In connection with any Underwritten Shelf Take-Down, the Underwritten Offering to the extent provided herein. PubCoCompany shall, together with all participating Shelf Holders and participating Third Party Shelf Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through such Underwritten Shelf Take-DownDown in accordance with this Section 2.3, shall enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the Underwriter managing underwriter or Underwriters underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 3.1(d)(ii)(A2.3(b). Notwithstanding any The Shelf Participating Sponsor Holders shall cooperate with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. Such underwriting agreement shall contain such representations and warranties by, and the other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect agreements on the per security offering price) require a limitation part of, the Company to and for the benefit of the number of Registrable Securities Shelf Holders and Third Party Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder or Third Party Shelf Holder shall be underwritten entitled to participate in an Underwritten Shelf Take-DownDown in accordance with this Section 2.3 unless such Shelf Holder or Third Party Shelf Holder, then PubCo as the case may be, completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement. All reasonable out-of-pocket costs and expenses incurred by the Initiating Shelf Take-Down Holder that initiated the applicable Underwritten Shelf Take-Down in connection with such Underwritten Shelf Take-Down (to the extent not paid or reimbursed by Company) shall so advise all be borne on a pro rata basis in accordance with the number of Registrable Securities being sold by each of the Shelf Holders, Third Party Shelf Holders that have requested to participate and/or the Company in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. Notwithstanding the provisions of Section 2.1(c) hereof, if a Shelf Registration Statement has become effective in accordance with Section 2.1(b) hereof and any Borse Dubai Holder or Trust Holder (Athe “Initiating Shelf Holders”) A of Registrable Securities covered by such Shelf Registration Statement advises Nasdaq in writing that it intends to sell its Registrable Securities pursuant to an underwritten “take-down” under such Shelf Registration Statement which could involve a customary “road show” (a “Marketed Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Downdown”), and PubCo then Nasdaq shall, if so requested, file and effect an amendment or supplement within five (5) days of the receipt thereof, give written notice of such intention to all Holders of Registrable Securities under such Shelf Registration Statement for Statement, who must respond in writing within fifteen (15) days requesting inclusion of such purpose as soon as practicable. The Shelf Holders that own a majority of the Holders’ Registrable Securities to be offered for sale in such Underwritten Shelf Marketed Take-Down shall have the right to select the Underwriter or Underwriters to administer down. In such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may beevent, the right of such Shelf any Holder to participate include its Registrable Securities in such Underwritten Shelf Marketed Take-Down down shall be conditioned upon such Shelf Holder’s participation in such underwriting Marketed Take-down and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering Marketed Take-down to the extent provided herein. PubCo, together with all Shelf All Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, underwriting shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such underwriting by a majority in accordance with Section 3.1(d)(ii)(Ainterest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to Nasdaq). Notwithstanding any other provision of this Section 3.12.1, if the Underwriter shall advise PubCo that managing underwriter advises Nasdaq in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the per security offering price) require a limitation , timing or the distribution of the number of Registrable Securities securities to be underwritten in an Underwritten Shelf Take-Downoffered, then PubCo Nasdaq shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Downof Registrable Securities which would otherwise be underwritten pursuant hereto, and the number amount of Registrable Securities that may be included in such Underwritten Shelf Take-Down the underwriting shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicablefollows (i) first, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that extent any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities securities are requested to be included in such Underwritten registration pursuant to Section 2.3 of the 2005 Registration Rights Agreement by the H&F Holders or the SLP Holders, the amount of such securities requested by the H&F Holders or the SLP Holders, allocated in accordance with the 2005 Registration Rights Agreement, that can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above, (ii) second, among the Initiating Shelf Take-Down shall not be reduced unless all other Equity Securities Holders as nearly as possible on a pro rata basis based on the total amount of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from (on an Underwritten as converted basis) held by such Initiating Shelf Take-Down by reason of the Underwriter’s marketing limitation shall Holders requested to be included in such underwriting that can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above and (iii) third, to the extent all Registrable Securities requested to be included in such underwriting by the Initiating Shelf Holders have been included, among the Holders (other than the Initiating Holders) requesting inclusion of Registrable Securities in such underwritten offering, as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Holders requested to be included in such underwriting. For avoidance of doubt, if any Holder desires to sell its Registrable Securities pursuant to an underwritten “take-down” under the Shelf Registration Statement which does not involve a customary “road show”, then the other Holders will not have the right to participate in such underwritten “take-down”.

Underwritten Shelf Take-Downs. (Aa) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo the Corporation (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated (including any Restricted Shelf Take-Down) to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo the Corporation shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicablepracticable but in no event later than twenty (20) days after the delivery of such Underwritten Shelf Take-Down Notice; provided, that any such Underwritten Shelf Take-Down must comply with Section 3(d) and involve the offer and sale by such Shelf Take-Down Initiating Holders of Registrable Securities having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $50,000,000 unless such Underwritten Shelf Take-Down is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities). The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter underwriter or Underwriters underwriters shall be reasonably acceptable to PubCothe Corporation. (Bb) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii2(d)(iii) or Section 3.1(d)(iv2(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s right of participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering underwriting to the extent provided and requested herein. PubCoThe Corporation shall, together with all Shelf Holders and Third Party Shelf Holders of Registrable Securities of the Corporation proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with Section 3.1(d)(ii)(A2(d)(ii)(a). Notwithstanding any other provision of this Section 3.12, if the Underwriter underwriter shall advise PubCo the Corporation that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an a Underwritten Shelf Take-Down, then PubCo the Corporation shall so advise all Shelf Holders and Third Party Shelf Holders of Registrable Securities that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Take Down shall be allocated first pro rata among such Shelf Holders and second pro rata among the Third Party Shelf Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders and Third Party Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder or Third Party Shelf Holder that exceed exceeds such Shelf Holder’s or Third Party Shelf Holder’s request shall be reallocated among the remaining Shelf Holders and Third Party Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriterunderwriter’s marketing limitation shall be included in such underwritten offering. To the extent that a Shelf Take-Down Initiating Holder is not able to include at least 50% of its Registrable Securities in such Underwritten Shelf Take-Down, then such Underwritten Shelf Take-Down shall not reduce the number of initiated Underwritten Shelf Take-Downs pursuant to Section 2(d)(i).

Underwritten Shelf Take-Downs. Subject to Section 2(d), at any time that any “shelf” Registration Statement is effective, if any holder or group of holders of Registrable Securities delivers a notice to WIND (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down stating that it has initiated intends to be in the form of effect an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement distribution of all or part of the Shelf Registrable Securities included by it on such “shelf” Registration Statement for such purpose as soon as practicable. The (a “Shelf Holders that own a majority Offering”) and stating the number of the Registrable Securities to be offered for sale included in the Shelf Offering, then WIND shall use reasonable best efforts to amend or supplement the “shelf” Registration Statement as may be necessary in order to enable such Underwritten Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(e)). In connection with any Shelf Offering: (i) WIND shall, promptly after receipt of a Take-Down shall have Notice, deliver such notice to all other holders of Registrable Securities included in such “shelf” Registration Statement and permit each holder to include its Registrable Securities included on the right to select “shelf” Registration Statement in the Underwriter or Underwriters to administer Shelf Offering if such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. holder notifies the proposing holders and WIND within two (B2) With respect to any Underwritten Shelf Business Days after delivery of the Take-Down (including any Marketed Underwritten Shelf Take-Down)Notice to such holder, and in the event that a Shelf Holder otherwise would the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to participate include securities in such Underwritten Shelf Take-Down offering pursuant to this Section 3.1(d)(iiincidental or piggyback registration rights), Section 3.1(d)(iii) or Section 3.1(d)(ivsuch underwriter(s), as the case if any, may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of limit the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may shares which would otherwise be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders Offering in proportion, the same manner as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders is described in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offeringSection 2(b).

Underwritten Shelf Take-Downs. Notwithstanding the provisions of Section 2.1(c) hereof, subject to Section 3.1(xviii) , if a Shelf Registration Statement has become effective in accordance with Section 2.1(b) hereof and any SLP Holder or TPG Holder (Athe “Initiating Shelf Holders”) A of Registrable Securities covered by such Shelf Registration Statement advises the Company in writing that it intends to sell its Registrable Securities pursuant to an underwritten “take-down” under such Shelf Registration Statement which could involve a customary “road show” (a “Marketed Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Downdown”), and PubCo then the Company shall, if so requested, file and effect an amendment or supplement within five (5) business days of the receipt thereof, give written notice of such intention to all Holders of Registrable Securities under such Shelf Registration Statement for Statement, who must respond in writing within ten (10) business days requesting inclusion of such purpose as soon as practicable. The Shelf Holders that own a majority of the Holders’ Registrable Securities to be offered for sale in such Underwritten Shelf Marketed Take-Down shall have the right to select the Underwriter or Underwriters to administer down. In such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may beevent, the right of such Shelf any Holder to participate include its Registrable Securities in such Underwritten Shelf Marketed Take-Down down shall be conditioned upon such Shelf Holder’s participation in such underwriting Marketed Take-down and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering Marketed Take-down to the extent provided herein. PubCo, together with all Shelf All Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, underwriting shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such underwriting by a majority in accordance with Section 3.1(d)(ii)(Ainterest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company); provided, however that (x) each such Holder shall only be obligated to (i) make representations and warranties generally as to his, her or its respective (A) execution, delivery and performance of such underwriting agreement and the agreements contemplated thereby, (B) individual ownership of the Registrable Securities being sold pursuant to such underwriting agreement and (C) information provided by such Registration Rights Holder in writing specifically for inclusion in the prospectus and (ii) agree to provide indemnification for any liability arising out of any such representations or warranties of such Registration Rights Holder, and (y) in no event shall a Holder’s liability for such indemnification be greater in amount than the dollar amount of the gross proceeds after underwriting discounts and commissions, but before expenses, received by such Holder for the sale of such Registrable Securities pursuant to such underwriting agreement. Notwithstanding any other provision of this Section 3.12.1, if the Underwriter shall advise PubCo that managing underwriter advises the Company in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the per security offering price) require a limitation , timing or the distribution of the number of Registrable Securities securities to be underwritten in an Underwritten Shelf Take-Downoffered, then PubCo the Company shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Downof Registrable Securities which would otherwise be underwritten pursuant hereto, and the number amount of Registrable Securities that may be included in such Underwritten Shelf Take-Down the underwriting shall be allocated pro rata among such Shelf participating Holders in proportion, as nearly as practicable, to possible on a pro rata basis based on the respective amounts total amount of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities requested to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities underwriting. For avoidance of PubCo are first entirely excluded from doubt, if any contemporaneous Underwritten Offering. No Holder desires to sell its Registrable Securities excluded from pursuant to an Underwritten underwritten “take-down” under the Shelf Take-Down by reason of Registration Statement which does not involve a customary “road show”, then the Underwriter’s marketing limitation shall be included other Holders will not have the right to participate in such underwritten offering“take-down” (unless otherwise agreed by the initial selling Holder).

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Shelf Take-Down Initiating Holder may elect so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all and whether it intends for such Underwritten Shelf Take-Down to involve a customary “roadshow” (including an “electronic roadshow”) or other Equity Securities marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). (ii) Promptly upon delivery of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf Take-Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Shelf Holders and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if a Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down, the Shelf Holder initiating such Shelf Take-Down shall provide written notice (a “Shelf Take-Down Notice”) of such Shelf Take-Down to the other Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Shelf Take-Down, which Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringShelf Take-Down, (B) the expected plan of distribution of such Shelf Take-Down and (C) an invitation to the other Shelf Holders to elect to include in the Shelf Take-Down the Registrable Securities held by such other Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Shelf Take-Down with respect to the other Shelf Holders if any such Shelf Holder elects to exercise such right. (iv) Upon delivery of a Shelf Take-Down Notice, the other Shelf Holders may elect to sell Registrable Securities in such Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Shelf Holder (and, if applicable, co-initiating Shelf Holders), by sending an irrevocable written notice to the initiating Shelf Holder, indicating its election to participate in the Shelf Take-Down and the total number of its Registrable Securities to include in the Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Shelf Holder (or, if there are co-initiating Shelf Holders, the Holders of a majority of the Registrable Securities under such Underwritten Shelf Take-Down Notice) initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Holder that is a Shelf Take-Down Initiating Holder may elect so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have Notice the right number of Registrable Securities of such Shelf Holder to select the Underwriter or Underwriters to administer be included in such Underwritten Shelf Take- Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take- Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo”). (Bii) With respect to any Promptly upon delivery of an Underwritten Shelf Take-Down Notice with respect to a Marketed Underwritten Shelf-Take Down (including any but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), in the event that Company shall promptly deliver a Shelf Holder otherwise would be entitled to participate in written notice of such Marketed Underwritten Shelf Take-Down pursuant to this all Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 3.1(d)(ii), 2.5(b) and Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be2.7, the right of such Shelf Holder to participate Company shall include in such Marketed Underwritten Shelf Take-Down shall be conditioned upon all such Shelf Holder’s participation in such underwriting and the inclusion Registrable Securities of such Shelf Holder’s Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities in the Underwritten Offering of such Holder to the extent provided herein. PubCo, together with all Shelf Holders proposing be offered and sold pursuant to distribute their securities through such Marketed Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with for inclusion therein at least three (3) Business Days prior to the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision expected date of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an such Marketed Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to . (iii) If a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities desires to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from effect an Underwritten Shelf Take-Down by reason that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Restricted Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringRestricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take- Down, (C) an invitation to the other Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Shelf Holders if any such Shelf Holder elects to exercise such right.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable; provided, that any such Underwritten Shelf Take-Down must comply with ‎Section 3.2(d) and involve the offer and sale of Registrable Securities having a reasonably anticipated net aggregate offering price (after deduction of Underwriter commissions) of at least (I) in the case of any Marketed Underwritten Shelf Take-Down, $100,000,000 and (II) in the case of any Non-Marketed Underwritten Shelf Take-Down, $75,000,000 unless such Non-Marketed Underwritten Shelf Take-Down is for all of the Registrable Securities then held by the applicable Shelf Take-Down Initiating Holder and its Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities). The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section ‎Section 3.1(d)(ii), Section ‎Section 3.1(d)(iii) or Section ‎Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section ‎Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section ‎Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed exceeds such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offeringUnderwritten Offering.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Shelf Take-Down Initiating Holder may elect so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement (including the filing of a Prospectus supplement with respect to such Underwritten Shelf Take-Down) for such purpose as soon as practicable. The Such initiating Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all and whether it intends for such Underwritten Shelf Take-Down to involve a customary “roadshow” (including an “electronic roadshow”) or other Equity Securities marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). (ii) Promptly upon delivery of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf Take-Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Shelf Holders and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if a Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down, the Shelf Holder initiating such Shelf Take-Down shall provide written notice (a “Shelf Take-Down Notice”) of such Shelf Take-Down to the other Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Shelf Take-Down but no less than three (3) Business Days prior to such Shelf Take-Down, which Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringShelf Take-Down, (B) the expected plan of distribution of such Shelf Take-Down and (C) an invitation to the other Shelf Holders to elect to include in the Shelf Take-Down the Registrable Securities held by such other Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Shelf Take-Down with respect to the other Shelf Holders if any such Shelf Holder elects to exercise such right. (iv) Upon delivery of a Shelf Take-Down Notice, the other Shelf Holders may elect to sell Registrable Securities in such Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Shelf Holder (and, if applicable, co-initiating Shelf Holders), by sending an irrevocable written notice to the initiating Shelf Holder, indicating its election to participate in the Shelf Take-Down and the total number of its Registrable Securities to include in the Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Shelf Holder (or, if there are co-initiating Shelf Holders, the Holders of a majority of the Registrable Securities under such Underwritten Shelf Take-down Notice) initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (Ai) A An underwritten offering or sale of STX Securities pursuant this Section 2.1 (each, an “Underwritten Shelf Take-Down”) may be initiated by any STX Holder (or STX Holders, as the case may be) (an “Initiating Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo Holder”) that has STX Securities registered for sale on the Shelf Registration Statement with an aggregate value of $20 million or greater (based on the market price of the A Shares as of the date of such request (an “Underwritten Shelf Take-Down NoticeRequest”) for any )). The Company shall effect such Underwritten Shelf Take-Down that it has initiated to be as promptly as practicable in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), accordance with this Agreement and PubCo shall, if so requested, file and effect an amendment shall amend or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The No such Initiating Shelf Take-Down Holder shall be required to permit the offer and sale of Registrable Securities by Original Holders in connection with any such Underwritten Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder(s). (ii) Promptly upon delivery of such Underwritten Shelf Take-Down Request (but in no event more than two Business Days thereafter), the Company shall promptly deliver a written notice (an “Underwritten Shelf Take-Down Notice”) of such Underwritten Shelf Take-Down to all STX Holders (other than the Initiating Shelf Take-Down Holder(s)), which notice shall state that own a majority the material terms of such proposed Underwritten Shelf Take-Down, to the extent known, as well as the identity of the Registrable Securities to be offered for sale Initiating Shelf Take-Down Holder(s), are available upon request, and the Company shall include in such Underwritten Shelf Take-Down shall have all such STX Securities of such STX Holders for which the right to select Company has received written requests for inclusion therein within three Business Days after the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, date that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii)Notice has been delivered; provided, Section 3.1(d)(iii) that if the managing underwriter or Section 3.1(d)(iv), as the case may be, the right underwriters of such Shelf Holder to participate in such any proposed Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting informs the Company and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf STX Holders that have requested to participate in such Underwritten Shelf Take-DownDown that, and in its or their good faith opinion, the number of Registrable Securities securities requested to be included in such registration by the STX Holders exceeds the largest number that may can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Shelf Take-Down Holder(s), then the aggregate number of securities to be included in such Underwritten Shelf Take-Down shall be allocated pro rata among the number of STX Securities that, in the opinion of such Shelf Holders in proportionmanaging underwriter or underwriters, as nearly as practicable, to the respective amounts of Registrable Securities held by can be sold without having such Shelf Holders at the time of adverse effect on such Underwritten Shelf Take-Down, which number shall be allocated on a pro rata basis based on the relative number of STX Securities so requested to be included by each such STX Holder. The Initiating Shelf Take-Down Holder shall have the right to select the managing underwriter or underwriters to administer such offering; provided, that, in each case, each such underwriter is reasonably satisfactory to the Company; provided further, that, in the case of a Block Trade, any nationally recognized investment banking firm shall be considered satisfactory unless the Company notifies the Initiating Shelf Take-Down Holder of any investment bank that would not be considered reasonably satisfactory prior to the issuance of the Underwritten Shelf Take-Down Notice. No Holder of securities of the Company shall be permitted to include such Holder’s securities in any Registrable Underwritten Shelf Take-Down except for STX Holders who timely request, in accordance with this clause (ii), to include STX Securities thereby allocated to a in such Underwritten Shelf Take-Down. The price, underwriting discount and other financial terms for the STX Securities shall be determined by the Initiating Shelf Take-Down Holder that exceed participating in such Underwritten Shelf Take-Down. (iii) The Company shall pay all Registration Expenses in connection with the Shelf Registration or any Underwritten Shelf Take-Down, whether or not such Shelf Holder’s request Registration becomes effective or such Underwritten Shelf Take-Down is completed and whether or not all or any portion of the STX Securities originally requested to be included in such Underwritten Shelf Take-Down are ultimately included. Each STX Holder shall be reallocated among permitted to withdraw all or part of its STX Securities from an Underwritten Shelf Take-Down at any time prior to the remaining execution of the underwriting agreement in connection with such Underwritten Shelf Holders Take-Down. Notwithstanding the foregoing, in like manner; connection with any Underwritten Shelf Take-Down, each STX Holder shall pay all underwriting discounts and provided, further, that commissions pro rata in accordance with the number of Registrable STX Securities sold in the offering by such STX Holder and transfer taxes, if any, attributable to the sale of such STX Holder’s STX Securities. (iv) The Company shall not be obligated to effect more than one Underwritten Shelf Takedown that is not a Block Trade or more than four Block Trades under Section 2.1(d) in any calendar year. (v) In the case of any Underwritten Shelf Take-Down, all securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from subject to an underwriting agreement and no STX Holder may participate in such Underwritten Shelf Take-Down by reason unless such STX Holder agrees to sell such STX Holder’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other information to the UnderwriterCompany or the underwriter as may be necessary to register such STX Holder’s marketing limitation shall be included in such underwritten offeringsecurities.

Underwritten Shelf Take-Downs. (Aa) A At any time during which the Company has an effective Shelf Take-Down Initiating Holder may elect in a Registration Statement with respect to the Registrable Securities, by written demand delivered notice to PubCo the Company specifying the intended method or methods of disposition thereof (an “Underwritten Shelf Take-Down Offering Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), one or more Selling Holder(s) beneficially owning at least an aggregate of 5% of the Registrable Securities (each an “Initiating Holder”) may request an Underwritten Offering of Registrable Securities pursuant to such Shelf Registration Statement, and PubCo shallthe Company shall use its commercially reasonable efforts to amend or supplement the applicable Shelf Registration Statement, if so requestednecessary, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable; provided, however, that (i) any Underwritten Offering Notice shall be required to be in respect of at least $15 million in anticipated net proceeds in the aggregate and (ii) in no event shall the Company be required to effect (a) more than one Underwritten Offering during any consecutive 90-calendar day period,(b) more than two Underwritten Offerings during any rolling twelve-month period and (c) more than six Marketed Underwritten Offerings under this Section 2.2. Subject to Section 2.2(b)(ii) below, such Initiating Holders shall have the right to select the managing Underwriter(s) to administer such offering, which managing Underwriter(s) shall be reasonably acceptable to the Company. (b) If any Underwritten Offering Notice requests a customary “road show” (including an “electronic road show”) or other marketing effort by the Company and the Underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Offering”), promptly upon delivery of such Underwritten Offering Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Offering Notice”) of such Marketed Underwritten Offering to all Selling Holders (other than the Initiating Holders), and the Company shall include in such Marketed Underwritten Offering all such Registrable Securities of such Selling Holders that are registered on the Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Selling Holders requested to be offered and sold pursuant to such Marketed Underwritten Offering, for inclusion therein within 5 Business Days after the date that such Marketed Underwritten Offering Notice has been delivered; provided, that if the managing Underwriter(s) of any proposed Marketed Underwritten Offering informs the Selling Holders that have requested to participate in such Marketed Underwritten Offering in writing that, in its or their good-faith opinion, the number of Registrable Securities which such Selling Holders intend to include in such Marketed Underwritten Offering exceeds the number of Registrable Securities which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the Registrable Securities to be included in such Marketed Underwritten Offering shall be the number of Registrable Securities that, in the opinion of such managing Underwriter(s), can be sold without having such adverse effect in such Marketed Underwritten Offering, which number shall be allocated (i) first, to the Registrable Securities requested to be included in such Marketed Underwritten Offering by the Initiating Holders and (ii) second, to the Registrable Securities requested to be included in such Marketed Underwritten Offering by any Selling Holder who is not one of the Initiating Holders on a pro rata basis. The Shelf Holders that own of a majority of the Registrable Securities to be offered for sale included in such any Marketed Underwritten Shelf Take-Down Offering shall have the right to select the Underwriter or Underwriters managing Underwriter(s) to administer such Underwritten Shelf Take-Down; providedoffering, that such Underwriter or Underwriters which managing Underwriter(s) shall be reasonably acceptable to PubCo. (B) With respect the Company. No holder of securities of the Company shall be permitted to any Underwritten Shelf Take-Down (including include such holder’s securities in any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled Offering except for Holders who wish to participate in such Underwritten Shelf Take-Down include Registrable Securities pursuant to this Section 3.1(d)(ii2.2(b)(ii). Notwithstanding anything herein to the contrary, Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such if an Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in Offering Notice does not expressly specify that the Underwritten Offering shall include a customary road show or other substantial marketing efforts over a period expected to exceed 48 hours, the Company shall have no obligation to deliver a Marketed Underwritten Offering Notice to Holders. (c) Notwithstanding anything to the contrary herein, the Company shall not be obligated to effect, or take any action to effect, an Underwritten Offering during any customary lock-up period required by the underwriters in connection with any prior primary underwritten public offering of securities of the Company for its own account (a “Company Underwritten Offering”) or (ii) during the period commencing on the date that is thirty (30) days prior to the Company’s good faith estimate of the date of filing of a registration statement, prospectus or prospectus supplement relating to a Company Underwritten Offering and ending on the date that is sixty (60) days after the filing of a final prospectus with respect to a Company Underwritten Offering (the “Black-Out Period”). Promptly upon the commencement of any Black-Out Period, the Company shall deliver a notice of the institution thereof (a “Black-Out Notice”), which Black-Out Notice shall provide the reason(s) for which a Black-Out Period has been instituted. Following the delivery of a Black-Out Notice in accordance with this Section 2.2(c), the Company shall not be obligated to effect the Underwritten Offering requested by such Underwritten Offering Notice until the expiration of the Black-Out Period; provided, however, that the Company shall notify the Initiating Holder promptly if it elects not to pursue a Company Underwritten Offering, in which case the Holders shall no longer be subject to the Black-Out Period and may immediately submit to the Company a new Underwritten Offering Notice. (d) In the event of any Company Underwritten Offering, each Holder hereby agrees that it shall not, to the extent provided herein. PubCorequested by the Company or an underwriter of securities of the Company, together with all Shelf Holders proposing directly or indirectly sell, offer to distribute their securities through sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Registrable Securities (other than to donees or affiliates of such Underwritten Shelf Take-Down, shall enter into an Holder who agree to be similarly bound) for a period of up to sixty (60) days following the date of any underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require respect to a limitation of the number of Registrable Securities to be underwritten in an Company Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-DownOffering; provided, however, that any Registrable Securities thereby allocated to a Shelf no Holder that exceed such Shelf Holder’s request shall be reallocated among subject to the remaining Shelf Holders restrictions in like manner; this Section 2.2(d) unless (i) all executive officers and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason directors of the Underwriter’s marketing limitation Company enter into similar agreements and (ii) any concession or proportionate release allowed to any executive officer or director of the Company that entered into similar agreements shall be included in such underwritten offeringafforded to the Holders.

Underwritten Shelf Take-Downs. At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2.1(a) is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down stating that it has initiated intends to be in the form of effect an underwritten offering of all or part of its Registrable Securities included by it on the shelf registration statement (an a “Shelf Underwritten Shelf Take-DownOffering”), ) and PubCo shall, if so requested, file and effect an amendment or supplement of stating the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority number of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), included in the event that a Shelf Holder otherwise would Underwritten Offering, then, subject to approval of the Finance Committee, the Company shall amend or supplement the shelf registration statement as may be entitled necessary in order to participate in enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Shelf Take-Down Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 3.1(d)(ii2.1(i), Section 3.1(d)(iii). In connection with any Shelf Underwritten Offering: (i) or Section 3.1(d)(iv), as such proposing holder(s) shall also deliver the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon Notice to all other holders included on such shelf registration statement and permit each holder to include its Registrable Securities included on the shelf registration statement in the Shelf Underwritten Offering if such holder notifies the proposing holders and the Company within five business days after delivery of the Take-Down Notice to such holder; and (ii) if in the opinion of the managing underwriters for such Shelf Holder’s participation Underwritten Offering some but not all of the Registrable Securities may be so included in such underwriting and Shelf Underwritten Offering, the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of underwriter may limit the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may shares which would otherwise be included in such Shelf Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders Offering in proportion, the same manner as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated is described in Section 2.1(g) with respect to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number limitation of Registrable Securities shares to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offeringa registration.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that Down with the prior written approval of PubCo (such Underwriter or Underwriters approval shall not be reasonably acceptable to unreasonably withheld by PubCo). (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf HolderXxxxx Xxxxxx’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A)Underwriters. Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per per-security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed exceeds such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (A) A If such Shelf Take-Down Initiating is an Underwritten Shelf Take-Down, then the initiating Principal Shelf Holder shall also deliver the Take-Down Notice to all other Shelf Holders as far in advance of the completion of such Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Shelf Take-Down and permit each such Shelf Holder to include its Registrable Securities included on such Shelf Registration Statement in the Underwritten Shelf Take-Down if such Shelf Holder notifies the initiating Principal Shelf Holder the Corporation within five (5) days after delivery of the Take-Down Notice to such Shelf Holder (in connection with any Marketed Underwritten Shelf Take-Down) or within three (3) days after delivery of the Take-Down Notice to such Shelf Holder (in connection with any Non-Marketed Underwritten Shelf Take-Down, including any Underwritten Shelf Take-Down that is structured as a “block” trade). Each such Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such Underwritten Shelf Take-Down, (B) the expected plan of distribution of such Underwritten Shelf Take-Down, (C) an invitation to each other Shelf Holder to elect (such other Shelf Holders who make such an election being “Underwritten Shelf Take-Down Participating Holders” and, together with the initiating Principal Shelf Holder and all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Registrable Securities in connection with such Underwritten Shelf Take-Down, the “Underwritten Shelf Take-Down Selling Holders”) to include in the Underwritten Shelf Take-Down Registrable Securities held by such Underwritten Shelf Take-Down Participating Holder (on the terms set forth in this Section 3(d)) and (D) the action or actions required (including the expected timing thereof) in connection with such Underwritten Shelf Take-Down with respect to each such other Shelf Holder that elects to exercise such right (including the delivery of one or more certificates representing Registrable Securities of such other Shelf Holder to be sold in such Underwritten Shelf Take-Down). Upon delivery of such Take-Down Notice, each such other Shelf Holder may elect to sell Registrable Securities in such Underwritten Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by such initiating Principal Shelf Holder, by sending a written demand delivered to PubCo notice (an “Underwritten Shelf Take-Down Participation Notice”) for any to such initiating Principal Shelf Holder within the time period specified in such Take-Down Notice, indicating its, his or her election to sell up to the number of Registrable Securities in the Underwritten Shelf Take-Down that it has initiated specified by such other Shelf Holder in such Underwritten Shelf Take-Down Participation Notice (on the terms set forth in this Section 3(d)). With respect to be in the form of an underwritten offering (an “such Underwritten Shelf Take-Down”), and PubCo the Corporation shall, if so requestedrequested by such initiating Principal Shelf Holder, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any such Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii3(d), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering underwriting to the extent provided herein. PubCoThe Corporation shall, together with all Shelf Holders proposing that are permitted to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with Section 3.1(d)(ii)(A)11. Notwithstanding any other provision of this Section 3.1In the event that, if in connection with a Marketed Underwritten Shelf Take-Down, the Underwriter shall advise PubCo underwriter determines that marketing factors (including an adverse effect on the per security share offering price) require a limitation of on the number of Registrable Securities which would otherwise be included in such take-down, the underwriter may limit the number of Registrable Securities which would otherwise be included in such Shelf Take-Down in the same manner as described in Section 4(b) with respect to a limitation of the Registrable Securities to be underwritten included in a Demand Registration. In connection with an Underwritten Shelf-Takedown that is not a “block” trade and in which both one or more KKR Stockholders and one or more Walgreens Stockholders are participating, the participating Principal Stockholders shall determine in good faith the size of proposed transaction, based on comparable precedent transactions. In connection with an Underwritten Shelf Take-Down that is a “block” trade, if the participating Principal Stockholders determine that the maximum number of shares that should be included in such offering exceeds the number of Registrable Securities which would otherwise be included in such take-down, the number of Registrable Securities shall be reduced in the same manner as described in Section 4(b) with respect to a limitation of the Registrable Securities to be included in a Demand Registration. For the avoidance of doubt, it is understood that in order to be entitled to exercise its, his or her right to sell Registrable Securities in an Underwritten Shelf Take-DownDown pursuant to this Section 3(d), then PubCo shall so advise all each Underwritten Shelf Holders that have requested Take-Down Participating Holder must agree, on a several and not joint basis, to participate make the same representations, warranties, covenants, indemnities and agreements, if any, as the initiating Principal Shelf Holder agrees to make in such connection with the Underwritten Shelf Take-Down. Notwithstanding the delivery of any Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the number timing, manner, price and other terms of Registrable Securities that may be included in such any Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time sole discretion of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such the initiating Principal Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Shelf Take-Down Initiating Holder may elect so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all and whether it intends for such Underwritten Shelf Take-Down to involve a customary “roadshow” (including an “electronic roadshow”) or other Equity Securities marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). (ii) Promptly upon delivery of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf Take-Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Shelf Holders and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if a Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down, the Shelf Holder initiating such Shelf Take-Down shall provide written notice (a “Shelf Take-Down Notice”) of such Shelf Take-Down to the other Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Shelf Take-Down, which Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringShelf Take-Down, (B) the expected plan of distribution of such Shelf Take-Down and (C) an invitation to the other Shelf Holders to elect to include in the Shelf Take-Down the Registrable Securities held by such other Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Shelf Take-Down with respect to the other Shelf Holders if any such Shelf Holder elects to exercise such right. (iv) Upon delivery of a Shelf Take-Down Notice, the other Shelf Holders may elect to sell Registrable Securities in such Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Shelf Holder, by sending an irrevocable written notice to the initiating Shelf Holder, indicating its election to participate in the Shelf Take-Down and the total number of its Registrable Securities to include in the Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Shelf Holder initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (A) A Shelf TakePrior to the occurrence of an Equity Co-Down Investor Termination Event, if the H&F Initiating Holder may Holders so elect in a written demand delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to (including any Restricted Shelf Take-Down) may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo the Company shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders ; provided, however that own a majority of the Registrable Securities to be offered for sale in any such Underwritten Shelf Take-Down shall be deemed to be, for purposes of Section 5.3, a Demand Registration effected by the H&F Initiating Holders and subject to the limitations set forth in Section 5.3(d). The H&F Initiating Holders that delivered such Underwritten Shelf Take-Down Notice shall have the right to select the Underwriter underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, provided that such Underwriter underwriter or Underwriters underwriters shall be reasonably acceptable to PubCothe Company. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate as a Take-Down Tagging Holder in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii5.2(d)(ii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Take-Down Tagging Holder’s participation in such underwriting and the inclusion of such Shelf Take-Down Tagging Holder’s Registrable Securities in the Underwritten Offering underwriting to the extent provided in Section 5.2(d)(ii) and herein. PubCoThe Company shall, together with all Shelf Holders and Third Party Shelf Holders of Registrable Securities (including the relevant Share Equivalents of such Third Party Shelf Holders) of the Company proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with Section 3.1(d)(ii)(A5.2(d)(iii)(A). Notwithstanding any other provision of this Section 3.15.2, if if, after giving effect to the Underwriter provisions of Section 5.2(d)(ii) with respect to the number of Registrable Securities that may be sold by each Take-Down Tagging Holder, the underwriter shall advise PubCo the Company that marketing factors (including an adverse effect on the per security share offering price) require a limitation of the number of Registrable Securities shares to be underwritten in an a Underwritten Shelf Take-Down, then PubCo the Company shall so advise all Take-Down Tagging Holders and Third Party Shelf Holders of Registrable Securities that have requested to participate in such Underwritten Shelf Take-Down, and the number of shares of Registrable Securities (including the relevant Share Equivalents of such Third Party Shelf Holders) that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such the Shelf Holders and Third Party Shelf Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities (including the relevant Share Equivalents of such Third Party Shelf Holders) held by such Shelf Holders and Third Party Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities (including the relevant Share Equivalents of such Third Party Shelf Holders) excluded from an Underwritten Shelf Take-Down by reason of the Underwriterunderwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (Ai) A Shelf Take-Down Initiating Subject to Section 2.2(b), if the Majority Holder may elect so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon promptly as reasonably practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale Majority Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number or amount of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other Equity Securities marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). (ii) Upon delivery of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf-Take Down, the Company shall promptly, but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down, deliver a written notice of such Marketed Underwritten Shelf Take-Down to all other Holders with Registrable Securities under such Shelf Registration Statement and, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate number of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Upon delivery of an Underwritten Shelf Take-Down Notice with respect to an offering that is not a Marketed Underwritten Shelf Take-Down, including an underwritten block trade or bought deal (a “Restricted Shelf Take-Down”), at the option and written direction of the Underwriter’s marketing limitation initiating Majority Holder in its sole discretion, the Company shall provide written notice of such Restricted Shelf Take-Down to all other Holders with Registrable Securities under such Shelf Registration Statement as far in advance of the commencement of such Restricted Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down and specify (A) the total number or amount of Registrable Securities expected to be offered and sold in such underwritten offeringRestricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down and (C) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Holders if any such Holder elects to participate in such Restricted Shelf Take-Down and, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Restricted Shelf Take-Down all such Registrable Securities of such Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate number of such Registrable Securities of such Holder to be offered and sold pursuant to such Restricted Shelf Take-Down within the time period specified by the initiating Majority Holder. (iv) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Majority Holder initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Demand Holder that is a Shelf Take-Down Initiating Holder may elect (collectively, “Investor Shelf Holders”) so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Investor Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Investor Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other Equity Securities marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). (ii) Promptly upon delivery of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf-Take Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Investor Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Investor Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if an Investor Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Investor Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Investor Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Restricted Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringRestricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down and (C) an invitation to the other Investor Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Investor Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Investor Shelf Holders if any such Investor Shelf Holder elects to exercise such right. (iv) Upon delivery of a Restricted Shelf Take-Down Notice, the other Investor Shelf Holders may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Investor Shelf Holder, by sending an irrevocable written notice (a “Take-Down Participation Notice”) to the initiating Investor Shelf Holder, indicating its election to participate in the Restricted Shelf Take-Down and the total number of its Registrable Securities to include in the Restricted Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Investor Shelf Holder initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder (in the case of the Sponsor or the Blade Founder Holder being the Shelf Take-Down Initiating Holder) may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The ; provided that any such Underwritten Shelf Holders that own Take-Down must comply with Section 3.2(d) and involve the offer and sale of Registrable Securities having a majority reasonably anticipated net aggregate offering price (after deduction of Underwriter commissions) of at least (I) in the case of any Marketed Underwritten Shelf Take-Down, $75,000,000 and (II) in the case of any Non-Marketed Underwritten Shelf Take-Down, $50,000,000 unless such Non-Marketed Underwritten Shelf Take-Down is for all of the Registrable Securities then held by the applicable Shelf Take-Down Initiating Holder and its Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities). The Shelf Take-Down Initiating Holder to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Take- Down; provided, provided that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, provided that any Registrable Securities thereby allocated to a Shelf Holder that exceed exceeds such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (A) A If such Shelf Take-Down Initiating is an Underwritten Shelf Take-Down, then the initiating Sponsor Stockholder shall also deliver the Take-Down Notice to all other Shelf Holders as far in advance of the completion of such Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Shelf Take-Down and permit each such Shelf Holder to include its Registrable Securities included on such Shelf Registration Statement in the Underwritten Shelf Take-Down if such Shelf Holder notifies the initiating Sponsor Stockholder and the Corporation within five (5) days after delivery of the Take-Down Notice to such Shelf Holder (in connection with any Marketed Underwritten Shelf Take-Down) or within one (1) day after delivery of the Take-Down Notice to such Shelf Holder (in connection with any Non-Marketed Underwritten Shelf Take-Down, including any Underwritten Shelf Take-Down that is structured as a “block” trade). Each such Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such Underwritten Shelf Take-Down, (B) the expected plan of distribution of such Underwritten Shelf Take-Down, (C) an invitation to each other Shelf Holder to elect (such other Shelf Holders who make such an election being “Underwritten Shelf Take-Down Participating Holders” and, together with the initiating Sponsor Stockholder and all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Registrable Securities in connection with such Underwritten Shelf Take-Down, the “Underwritten Shelf Take-Down Selling Holders”) to include in the Underwritten Shelf Take-Down Registrable Securities held by such Underwritten Shelf Take-Down Participating Holder (on the terms set forth in this Section 3(d)) and (D) the action or actions required (including the expected timing thereof) in connection with such Underwritten Shelf Take-Down with respect to each such other Shelf Holder that elects to exercise such right (including the delivery of one or more certificates representing Registrable Securities of such other Shelf Holder to be sold in such Underwritten Shelf Take-Down). Upon delivery of such Take-Down Notice, each such other Shelf Holder may elect to sell Registrable Securities in such Underwritten Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by such initiating Sponsor Stockholder, by sending a written demand delivered to PubCo notice (an “Underwritten Shelf Take-Down Participation Notice”) for any to such initiating Sponsor Stockholder within the time period specified in such Take-Down Notice, indicating its, his or her election to sell up to the number of Registrable Securities in the Underwritten Shelf Take-Down that it has initiated specified by such other Shelf Holder in such Underwritten Shelf Take-Down Participation Notice (on the terms set forth in this Section 3(d)). With respect to be in the form of an underwritten offering (an “such Underwritten Shelf Take-Down”), and PubCo the Corporation shall, if so requestedrequested by such Sponsor Stockholder, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any such Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii3(d), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering underwriting to the extent provided herein. PubCoThe Corporation shall, together with all Shelf Holders proposing that are permitted to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with Section 3.1(d)(ii)(A)11. Notwithstanding any other provision of this Section 3.1In the event that, if in connection with a Marketed Underwritten Shelf Take-Down, the Underwriter shall advise PubCo underwriter determines that marketing factors (including an adverse effect on the per security share offering price) require a limitation of on the number of Registrable Securities which would otherwise be included in such take-down, the underwriter may limit the number of Registrable Securities which would otherwise be included in such Shelf Take-Down in the same manner as described in Section 4(b) with respect to a limitation of the Registrable Securities to be underwritten included in a Demand Registration. For the avoidance of doubt, it is understood that in order to be entitled to exercise its, his or her right to sell Registrable Securities in an Underwritten Shelf Take-Down pursuant to this Section 3(d), each Underwritten Shelf Take-Down Participating Holder must agree, on a several and not joint basis, to make the same representations, warranties, covenants, indemnities and agreements, if any, as the initiating Sponsor Stockholder agrees to make in connection with the Underwritten Shelf Take-Down. Notwithstanding the delivery of any Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the sole discretion of the initiating Sponsor Stockholder. Each Sponsor Stockholder agrees to reasonably cooperate with each of the other Shelf Holders to establish notice, delivery and documentation procedures and measures to facilitate such other Shelf Holder’s participation in future potential Underwritten Shelf Take-Downs by such Sponsor Stockholder pursuant to this Section 3(d). In the event that the initiating Sponsor Stockholder shall have determined not to participate in an Underwritten Shelf Take-Down, then PubCo shall so advise all any other participating Sponsor Stockholder may elect to continue such Underwritten Shelf Holders that have requested Take-Down (which continuation shall, for the avoidance of doubt, not require the restart of any applicable minimum notice provisions) as if it were the initiating Sponsor Stockholder, including with respect to participate making any determination as to the timing, manner, price and other terms of the Underwritten Shelf Take-Down. For the avoidance of doubt, prior to entering into the underwriting agreement with respect to any Underwritten Shelf Take-Down, any Underwritten Shelf Take-Down Participating Holder may elect, in its sole discretion, to withdraw from such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable; provided, that any such Underwritten Shelf Take-Down must comply with Section 3.2(d) and involve the offer and sale of Registrable Securities having a reasonably anticipated net aggregate offering price (after deduction of Underwriter commissions) of at least (I) in the case of any Marketed Underwritten Shelf Take-Down, $100,000,000 and (II) in the case of any Non-Marketed Underwritten Shelf Take-Down, $75,000,000 unless such Non-Marketed Underwritten Shelf Take-Down is for all of the Registrable Securities then held by the applicable Shelf Take-Down Initiating Holder and its Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities). The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed exceeds such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Demand Holder that is a Shelf Take-Down Initiating Holder may elect (collectively, “Investor Shelf Holders”) so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Investor Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Investor Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down requested by an Investor Shelf Holder shall not be reduced unless all other Equity Securities deemed to reduce the number of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from Demand Rights such Investor Shelf Holder is entitled to under Section 2.1(a). (ii) Promptly upon delivery of an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf-Take Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Investor Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Investor Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if an Investor Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Investor Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Investor Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Restricted Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringRestricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down and (C) an Table of Contents invitation to the other Investor Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Investor Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Investor Shelf Holders if any such Investor Shelf Holder elects to exercise such right. Any Restricted Shelf Take-Down shall be (x) deemed to reduce the number of Demand Rights the initiating Investor Shelf Holder is entitled to under Section 2.1(a), (y) required to comply with a minimum size requirement equal to fifty percent (50%) of the minimum size requirements set forth in Section 2.2(b) (unless the initiating Investor Shelf Holder requests the filing of a new Shelf Registration Statement in order to effect such Restricted Shelf Take-Down and at such time the Company is not eligible to use an Automatic Shelf Registration Statement, in which case the minimum size requirements set forth in Section 2.2(b) shall apply), and (z) subject to the limits set forth in Section 2.2(b). (iv) Upon delivery of a Restricted Shelf Take-Down Notice, the other Investor Shelf Holders may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Investor Shelf Holder, by sending an irrevocable written notice (a “Take-Down Participation Notice”) to the initiating Investor Shelf Holder, indicating its election to participate in the Restricted Shelf Take-Down and the total number of its Registrable Securities to include in the Restricted Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Investor Shelf Holder initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that Down with the prior written approval of PubCo (such Underwriter or Underwriters approval shall not be reasonably acceptable to unreasonably withheld by PubCo). (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf HolderSxxxx Xxxxxx’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A)Underwriters. Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per per-security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed exceeds such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (Aa) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo the Corporation (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated (including any Restricted Shelf Take-Down) to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo the Corporation shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicablepracticable but in no event later than twenty (20) days after the delivery of such Underwritten Shelf Take-Down Notice; provided, that any such Underwritten Shelf Take-Down must involve the offer and sale by such Shelf Take-Down Initiating Holders of Registrable Securities having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $50,000,000 unless such Underwritten Shelf Take-Down is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities). The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter underwriter or Underwriters underwriters shall be reasonably acceptable to PubCothe Corporation. (Bb) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii2(d)(iii) or Section 3.1(d)(iv2(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s right of participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering underwriting to the extent provided and requested herein. PubCoThe Corporation shall, together with all Shelf Holders and Third Party Shelf Holders of Registrable Securities of the Corporation proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with Section 3.1(d)(ii)(A2(d)(ii)(a). Notwithstanding any other provision of this Section 3.12, if the Underwriter underwriter shall advise PubCo the Corporation that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an a Underwritten Shelf Take-Down, then PubCo the Corporation shall so advise all Shelf Holders and Third Party Shelf Holders of Registrable Securities that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Take Down shall be allocated first pro rata among such Shelf Holders and second pro rata among the Third Party Shelf Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders and Third Party Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder or Third Party Shelf Holder that exceed exceeds such Shelf Holder’s or Third Party Shelf Holder’s request shall be reallocated among the remaining Shelf Holders and Third Party Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriterunderwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed exceeds such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 3 is effective, if any Initial Investor (Aor any of its Permitted Transferees) A Shelf Take-Down Initiating Holder may elect in delivers a written demand delivered notice to PubCo the Company (an a “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down stating that it has initiated intends to be in the form of effect an underwritten offering (a “Shelf Underwritten Offering”) or an offering that is a “Underwritten bought deal” or a block trade with one or more investment banks, of all or part of its Registrable Securities included by it on the Shelf Take-Down”)Registration Statement, and PubCo shall, if so requested, file and effect an amendment then the Company shall amend or supplement of the Shelf Registration Statement for as may be necessary in order to enable such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to Section 3(d)), “bought deal” or block trade. In connection with any Shelf Underwritten Offering: (i) such Underwritten Shelf proposing Initial Investor (or Permitted Transferee) shall also deliver the Take-Down shall have Notice to all other Holders included on such Shelf Registration Statement and permit each Holder to include its Registrable Securities included on the right to select Shelf Registration Statement in the Underwriter Shelf Underwritten Offering if such Holder notifies the proposing Initial Investor (or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (BPermitted Transferee) With respect to any Underwritten Shelf and the Company within five business days after delivery of the Take-Down Notice to such Holder; and (including any Marketed Underwritten Shelf Take-Down), ii) in the event that a Shelf Holder otherwise would be entitled to participate in the underwriter advises such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iiiproposing Initial Investor (or Permitted Transferee) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities Company in writing that in its reasonable view the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number total principal amount of Registrable Securities proposed to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate sold in such Underwritten Shelf Take-Down, and the number offering (including securities proposed to be included by other Holders of Registrable Securities that entitled to include securities in such take-down offering pursuant to Section 3(f)(i)) is such as to adversely affect the success of such offering, then the underwriter may limit the principal amount of Registrable Securities which would otherwise be included in such Underwritten Shelf Taketake-Down shall be allocated pro rata among such Shelf Holders down offering in proportion, the same manner as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated described in Section 3(d) with respect to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number limitation of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offeringa registration.

Underwritten Shelf Take-Downs. Subject to Section 2(d), at any time that any “shelf” Registration Statement is effective, if any holder or group of holders of Registrable Securities delivers a notice to HII (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down stating that it has initiated intends to be in the form of effect an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement distribution of all or part of the Shelf Registrable Securities included by it on such “shelf” Registration Statement for such purpose as soon as practicable. The (a “Shelf Holders that own a majority Offering”) and stating the number of the Registrable Securities to be offered for sale included in the Shelf Offering, then HII shall use reasonable best efforts to amend or supplement the “shelf” Registration Statement as may be necessary in order to enable such Underwritten Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 2(e)). In connection with any Shelf Offering: (i) HII shall, promptly after receipt of a Take-Down shall have Notice, deliver such notice to all other holders of Registrable Securities included in such “shelf” Registration Statement and permit each holder to include its Registrable Securities included on the right to select “shelf” Registration Statement in the Underwriter or Underwriters to administer Shelf Offering if such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. holder notifies the proposing holders and HII within two (B2) With respect to any Underwritten Shelf Business Days after delivery of the Take-Down (including any Marketed Underwritten Shelf Take-Down)Notice to such holder, and in the event that a Shelf Holder otherwise would the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to participate include securities in such Underwritten Shelf Take-Down offering pursuant to this Section 3.1(d)(iiincidental or piggyback registration rights), Section 3.1(d)(iii) or Section 3.1(d)(ivsuch underwriter(s), as the case if any, may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of limit the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may shares which would otherwise be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders Offering in proportion, the same manner as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders is described in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offeringSection 2(b).

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Shelf Take-Down Initiating Holder may elect so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement or a new Shelf Registration Statement for such purpose as soon as practicablepracticable and, in any event, within 30 days of such request. The Such initiating Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all and whether it intends for such Underwritten Shelf Take-Down to involve a customary “roadshow” (including an “electronic roadshow”) or other Equity Securities marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). (ii) Promptly upon delivery of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf Take-Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Shelf Holders and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if a Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down, the Shelf Holder initiating such Shelf Take-Down shall provide written notice (a “Shelf Take-Down Notice”) of such Shelf Take-Down to the other Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Shelf Take-Down, which Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringShelf Take-Down, (B) the expected plan of distribution of such Shelf Take-Down and (C) an invitation to the other Shelf Holders to elect to include in the Shelf Take-Down the Registrable Securities held by such other Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Shelf Take-Down with respect to the other Shelf Holders if any such Shelf Holder elects to exercise such right. (iv) Upon delivery of a Shelf Take-Down Notice, the other Shelf Holders may elect to sell Registrable Securities in such Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Shelf Holder (and, if applicable, co-initiating Shelf Holders), by sending an irrevocable written notice to the initiating Shelf Holder, indicating its election to participate in the Shelf Take-Down and the total number of its Registrable Securities to include in the Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Shelf Holder (or, if there are co-initiating Shelf Holders, the Holders of a majority of the Registrable Securities under such Underwritten Shelf Take-Down Notice) initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders ; provided, that own a majority of the Registrable Securities to be offered for sale in any such Underwritten Shelf Take-Down must comply with Section 2.2(d) and involve the offer and sale of Registrable Securities having a reasonably anticipated net aggregate offering price (after deduction of Underwriter commissions) of at least (I) in the case of any Marketed Underwritten Shelf Take-Down, $100,000,000 and (II) in the case of any Non-Marketed Underwritten Shelf Take-Down, $75,000,000 unless such Non-Marketed Underwritten Shelf Take-Down is for all of the Registrable Securities then held by the applicable Shelf Take-Down Initiating Holder (in which case there is no minimum other than the inclusion of all of such Registrable Securities). PubCo shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCothe Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take Down subject to the limitations of this Section 2.1(d)(ii)(B). (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii2.1(d)(ii), Section 3.1(d)(iii2.1(d)(iii) or Section 3.1(d)(iv2.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf HolderXxxxx Xxxxxx’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A2.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.12.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed exceeds such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such underwritten offeringUnderwritten Offering. For the avoidance of doubt, PubCo may include securities for its own account (or for the account of any other Persons) in such Underwritten Shelf Take-Down subject to the limitations of this Section 2.2.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Demand Holder that is a Shelf Take-Down Initiating Holder may elect (collectively, “Investor Shelf Holders”) so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Investor Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Investor Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down requested by an Investor Shelf Holder shall not be reduced unless all other Equity Securities deemed to reduce the number of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from Demand Rights such Investor Shelf Holder is entitled to under Section 2.1(a). (ii) Promptly upon delivery of an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf Take-Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Investor Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Investor Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if an Investor Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Investor Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Investor Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Restricted Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringRestricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down and (C) an invitation to the other Investor Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Investor Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Investor Shelf Holders if any such Investor Shelf Holder elects to exercise such right. Any Restricted Shelf Take-Down shall be (x) deemed to reduce the number of Demand Rights the initiating Investor Shelf Holder is entitled to under Section 2.1(a), (y) required to comply with a minimum size requirement equal to fifty percent (50%) of the minimum size requirements set forth in Section 2.2(b) (unless the initiating Investor Shelf Holder requests the filing of a new Shelf Registration Statement in order to effect such Restricted Shelf Take-Down and at such time the Company is not eligible to use an Automatic Shelf Registration Statement, in which case the minimum size requirements set forth in Section 2.2(b) shall apply), and (z) subject to the limits set forth in Section 2.2(b). (iv) Upon delivery of a Restricted Shelf Take-Down Notice, the other Investor Shelf Holders may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Investor Shelf Holder, by sending an irrevocable written notice (a “Take-Down Participation Notice”) to the initiating Investor Shelf Holder, indicating its election to participate in the Restricted Shelf Take-Down and the total number of its Registrable Securities to include in the Restricted Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Investor Shelf Holder initiating the Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. (A) A Shelf Take-Down If the H&F Initiating Holder may Holders or the TCEP Initiating Holders so elect in a written demand delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to (including any Restricted Shelf Take-Down) may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and PubCo the Company shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders ; provided, however that own a majority of the Registrable Securities to be offered for sale in any such Underwritten Shelf Take-Down shall be deemed to be, for purposes of Section 5.3, a Demand Registration effected by the H&F Initiating Holders or the TCEP Initiating Holders (other than the first Underwritten Shelf Take-Down initiated by the TCEP Initiating Holders from a Shelf Registration Statement the filing of which by the Company was initiated by the TCEP Initiating Holders pursuant to Section 5.2(a)), as the case may be, and subject to the limitations set forth in Section 5.3(d). The H&F Initiating Holders or the TCEP Initiating Holders that delivered such Underwritten Shelf Take-Down Notice, as the case may be, shall have the right to select the Underwriter underwriter or Underwriters underwriters to administer such Underwritten Shelf Take-Down; provided, provided that such Underwriter underwriter or Underwriters underwriters shall be reasonably acceptable to PubCo.the Company (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii5.2(e)(ii) or Section 3.1(d)(iv5.2(e)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering underwriting to the extent provided herein. PubCoThe Company shall, together with all Shelf Holders and Third Party Shelf Holders of Registrable Securities of the Company proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with Section 3.1(d)(ii)(A5.2(e)(iii)(A). Notwithstanding any other provision of this Section 3.15.2, if the Underwriter underwriter shall advise PubCo the Company that marketing factors (including an adverse effect on the per security share offering price) require a limitation of the number of Registrable Securities shares to be underwritten in an a Underwritten Shelf Take-Down, then PubCo the Company shall so advise all Shelf Holders and Third Party Shelf Holders of Registrable Securities that have requested to participate in such Underwritten Shelf Take-Down, and the number of shares of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders and Third Party Shelf Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders and Third Party Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriterunderwriter’s marketing limitation shall be included in such underwritten offering.

Underwritten Shelf Take-Downs. (A) A If such Shelf Take-Down Initiating is an Underwritten Shelf Take-Down, then the initiating Principal Shelf Holder shall also deliver the Take-Down Notice to all other Shelf Holders as far in advance of the completion of such Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Shelf Take-Down and permit each such Shelf Holder to include its Registrable Securities included on such Shelf Registration Statement in the Underwritten Shelf Take-Down if such Shelf Holder notifies the initiating Principal Shelf Holder the Corporation within five (5) days after delivery of the Take-Down Notice to such Shelf Holder (in connection with any Marketed Underwritten Shelf Take-Down) or within three (3) days after delivery of the Take-Down Notice to such Shelf Holder (in connection with any Non-Marketed Underwritten Shelf Take-Down, including any Underwritten Shelf Take-Down that is structured as a “block” trade). Each such Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such Underwritten Shelf Take-Down, (B) the expected plan of distribution of such Underwritten Shelf Take-Down, (C) an invitation to each other Shelf Holder to elect (such other Shelf Holders who make such an election being “Underwritten Shelf Take-Down Participating Holders” and, together with the initiating Principal Shelf Holder and all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Registrable Securities in connection with such Underwritten Shelf Take-Down, the “Underwritten Shelf Take-Down Selling Holders”) to include in the Underwritten Shelf Take-Down Registrable Securities held by such Underwritten Shelf Take-Down Participating Holder (on the terms set forth in this Section 3(d)) and (D) the action or actions required (including the expected timing thereof) in connection with such Underwritten Shelf Take-Down with respect to each such other Shelf Holder that elects to exercise such right (including the delivery of one or more certificates representing Registrable Securities of such other Shelf Holder to be sold in such Underwritten Shelf Take-Down). Upon delivery of such Take-Down Notice, each such other Shelf Holder may elect to sell Registrable Securities in such Underwritten Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by such initiating Principal Xxxxx Xxxxxx, by sending a written demand delivered to PubCo notice (an “Underwritten Shelf Take-Down Participation Notice”) for any to such initiating Principal Shelf Holder within the time period specified in such Take-Down Notice, indicating its, his or her election to sell up to the number of Registrable Securities in the Underwritten Shelf Take-Down that it has initiated specified by such other Shelf Holder in such Underwritten Shelf Take-Down Participation Notice (on the terms set forth in this Section 3(d)). With respect to be in the form of an underwritten offering (an “such Underwritten Shelf Take-Down”), and PubCo the Corporation shall, if so requestedrequested by such initiating Principal Xxxxx Xxxxxx, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any such Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii3(d), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering underwriting to the extent provided herein. PubCoThe Corporation shall, together with all Shelf Holders proposing that are permitted to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected in accordance with Section 3.1(d)(ii)(A)11. Notwithstanding any other provision of this Section 3.1In the event that, if in connection with a Marketed Underwritten Shelf Take-Down, the Underwriter shall advise PubCo underwriter determines that marketing factors (including an adverse effect on the per security share offering price) require a limitation of on the number of Registrable Securities which would otherwise be included in such take-down, the underwriter may limit the number of Registrable Securities which would otherwise be included in such Shelf Take-Down in the same manner as described in Section 4(b) with respect to a limitation of the Registrable Securities to be underwritten included in a Demand Registration. In connection with an Underwritten Shelf-Takedown that is not a “block” trade and in which both one or more KKR Stockholders and one or more Walgreens Stockholders are participating, the participating Principal Stockholders shall determine in good faith the size of proposed transaction, based on comparable precedent transactions. In connection with an Underwritten Shelf Take-Down that is a “block” trade, if the participating Principal Stockholders determine that the maximum number of shares that should be included in such offering exceeds the number of Registrable Securities which would otherwise be included in such take-down, the number of Registrable Securities shall be reduced in the same manner as described in Section 4(b) with respect to a limitation of the Registrable Securities to be included in a Demand Registration. For the avoidance of doubt, it is understood that in order to be entitled to exercise its, his or her right to sell Registrable Securities in an Underwritten Shelf Take-DownDown pursuant to this Section 3(d), then PubCo shall so advise all each Underwritten Shelf Holders that have requested Take-Down Participating Holder must agree, on a several and not joint basis, to participate make the same representations, warranties, covenants, indemnities and agreements, if any, as the initiating Principal Xxxxx Xxxxxx agrees to make in such connection with the Underwritten Shelf Take-Down. Notwithstanding the delivery of any Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the number timing, manner, price and other terms of Registrable Securities that may be included in such any Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason sole discretion of the Underwriter’s marketing limitation shall be included in such underwritten offeringinitiating Principal Xxxxx Xxxxxx.

Underwritten Shelf Take-Downs. (Ai) A Subject to Section 2.2(b), if a Demand Holder that is a Shelf Take-Down Initiating Holder may elect (collectively, “Investor Shelf Holders”) so elects in a written demand request delivered to PubCo the Company (an “Underwritten Shelf Take-Down Notice”) for any ), a Shelf Take-Down that it has initiated to may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall) and, if so requestednecessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement of the to its Shelf Registration Statement for such purpose as soon as practicable. The Such initiating Investor Shelf Holders that own a majority of the Registrable Securities to be offered for sale Holder shall indicate in such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of Notice the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Investor Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other Equity Securities marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). (ii) Promptly upon delivery of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason Notice with respect to a Marketed Underwritten Shelf-Take Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Investor Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Investor Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down. (iii) Subject to Section 2.2(b), if an Investor Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Investor Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Investor Shelf Holders as far in advance of the Underwriter’s marketing limitation completion of such Restricted Shelf Take-Down as shall be included reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such underwritten offeringRestricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down and (C) an invitation to the other Investor Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Investor Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Investor Shelf Holders if any such Investor Shelf Holder elects to exercise such right. (iv) Upon delivery of a Restricted Shelf Take-Down Notice, the other Investor Shelf Holders may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Investor Shelf Holder, by sending an irrevocable written notice (a “Take-Down Participation Notice”) to the initiating Investor Shelf Holder, indicating its election to participate in the Restricted Shelf Take-Down and the total number of its Registrable Securities to include in the Restricted Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7). (v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Investor Shelf Holder initiating the Underwritten Shelf Take-Down. (vi) Notwithstanding the foregoing, for purposes of clauses (ii) and (iv) of Section 2.2(c), each Starwood Holder shall be deemed to be an Investor Shelf Holder.

Underwritten Shelf Take-Downs. (Ai) A At any time following the first (1st) anniversary of the date hereof, if a Shelf Take-Down Initiating Holder Registration Statement is on file and effective with respect to the Common Stock, Holders may elect in require the Company to effect a written demand delivered firmly underwritten resale of Registrable Securities utilizing such Shelf Registration (and, if necessary, amend such Shelf Registration) to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering effect such resale (an “Underwritten Shelf Take-Down”); provided, and PubCo shallhowever, that the Company shall not be obligated to take any action with respect to a request for an Underwritten Shelf Take-Down (1) within ninety (90) days following the consummation of an underwritten offering (but not including any greenshoe or overallotment option) pursuant to this Section 2.2(e), Section 2.2(a) or Section 2.2(c) or (2) if so requesteda proposed Underwritten Shelf Take-Down would not reasonably be expected to result in aggregate gross cash proceeds in excess of $100,000,000 (or $25,000,000 in the case of an Underwritten Shelf Take-Down by the New Warrant Holders) to the selling Holders (without regard to any underwriting discount or Underwriter’s commission), file and then the Company shall have no obligation to effect a an amendment or supplement Underwritten Shelf Take-Down. (ii) In furtherance of the Shelf Registration Statement for such purpose as soon as practicable. The Shelf Holders that own a majority of the Registrable Securities foregoing, each Holder agrees, in an effort to be offered for sale in conduct any such Underwritten Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled most efficient and organized manner, to participate in such Underwritten Shelf Take-Down pursuant coordinate with any other Holders prior to this Section 3.1(d)(ii), Section 3.1(d)(iiiinitiating any sales efforts and cooperate with the other Eligible Holder(s) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through terms of such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with including the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision aggregate amount of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of securities to be sold and the number of Registrable Securities to be underwritten sold by each Holder. In furtherance of the foregoing, the Company shall give prompt notice to any non-initiating Holder (if such Holder’s Registrable Securities are included in an the Shelf Registration) of the receipt of a request from the initiating Holder (whose Registrable Securities are included in the Shelf Registration) of a proposed Underwritten Shelf Take-DownDown under and pursuant to the Shelf Registration and, then PubCo shall so advise all Shelf notwithstanding anything to the contrary contained herein, will provide such non-initiating Holders that have requested a period of five (5) business days to participate in such Underwritten Shelf Take-Down, subject to the terms negotiated by and applicable to the number of Registrable Securities that may be included initiating Holder and subject to “cutback” limitations set forth in such Section 2.4 as if the subject Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated was being effected pursuant to a Shelf Holder that exceed Demand Registration (mutatis mutandis). All such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities electing to be included in such an Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities must sell any of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No their Registrable Securities excluded to the Underwriters selected as provided herein on the same terms and conditions as apply to any other selling equityholders; provided, however, that (A) each Holder shall be permitted to withdraw all or any portion of its Registrable Securities from an Underwritten Shelf Take-Down by reason of prior to the Underwriter’s marketing limitation pricing thereof and (B) no such Person shall be included required to make any representations or warranties, or provide any indemnity, in connection with any such underwritten offeringregistration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration. (iii) The number of Underwritten Shelf Take-Downs which the Company may be required to effect pursuant to this Section 2.2(e) shall be limited to one (1) per six (6)-month period.

Underwritten Shelf Take-Downs. Notwithstanding the provisions of Section 2.1(c) hereof, if a Shelf Registration Statement has become effective in accordance with Section 2.1(b) hereof and any H&F Holder or SLP Holder (Athe “Initiating Shelf Holders”) A of Registrable Securities covered by such Shelf Registration Statement advises the Company in writing that it intends to sell its Registrable Securities pursuant to an underwritten “take-down” under such Shelf Registration Statement which could involve a customary “road show” (a “Marketed Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Downdown”), and PubCo then the Company shall, if so requested, file and effect an amendment or supplement within five (5) days of the receipt thereof, give written notice of such intention to all Holders of Registrable Securities under such Shelf Registration Statement for Statement, who must respond in writing within fifteen (15) days requesting inclusion of such purpose as soon as practicable. The Shelf Holders that own a majority of the Holders’ Registrable Securities to be offered for sale in such Underwritten Shelf Marketed Take-Down shall have the right to select the Underwriter or Underwriters to administer down. In such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to PubCo. (B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may beevent, the right of such Shelf any Holder to participate include its Registrable Securities in such Underwritten Shelf Marketed Take-Down down shall be conditioned upon such Shelf Holder’s participation in such underwriting Marketed Take-down and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering Marketed Take-down to the extent provided herein. PubCo, together with all Shelf All Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, underwriting shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such underwriting by a majority in accordance with Section 3.1(d)(ii)(Ainterest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.12.1, if the Underwriter shall advise PubCo that managing underwriter advises the Company in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the per security offering price) require a limitation , timing or the distribution of the number of Registrable Securities securities to be underwritten in an Underwritten Shelf Take-Downoffered, then PubCo the Company shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Downof Registrable Securities which would otherwise be underwritten pursuant hereto, and the number amount of Registrable Securities that may be included in such Underwritten Shelf Take-Down the underwriting shall be allocated pro rata among such participating Holders, (i) first among the Initiating Shelf Holders in proportion, as nearly as practicable, to possible on a pro rata basis based on the respective amounts total amount of Registrable Securities (on an as converted basis) held by such Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceed such Shelf Holder’s request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable Securities requested to be included in such Underwritten Shelf Take-Down shall not be reduced unless underwriting and (ii) second to the extent all other Equity Securities of PubCo are first entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall requested to be included in such underwriting by the Initiating Shelf Holders have been included, among the Holders (other than the Initiating Holders) requesting inclusion of Registrable Securities in such underwritten offering, as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Holders requested to be included in such underwriting. For avoidance of doubt, if any Holder desires to sell its Registrable Securities pursuant to an underwritten “take-down” under the Shelf Registration Statement which does not involve a customary “road show”, then the other Holders will not have the right to participate in such underwritten “take-down”.