Common use of Underwritten Shelf Take-Downs Clause in Contracts

Underwritten Shelf Take-Downs. Subject to Section 2.3(e) and Section 2.9, if the Initiating Shelf Take-Down Holder so elects by written request to the Company (such request, an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down 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, the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e3.1(d)(i), any Initiating Holder (but only an Initiating Holder) and Section 2.9, if the Initiating with respect to a Shelf Take-Down Holder so elects by (including any Restricted Shelf Take-Down) may elect in a written request demand delivered to the Company (such request, an “Underwritten Shelf Take-Down Notice”), a ) for such Shelf Take-Down shall to 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, the Company shall amend shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders practicable; provided, that initiated the applicable 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 managing underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. Notwithstanding the delivery of With respect to any Underwritten Shelf Take-Down Notice(including any Marketed Underwritten Shelf Take-Down), all determinations as in the event that a Shelf Holder otherwise would be entitled to whether to complete any participate in such Underwritten Shelf Take-Down and pursuant to Section 3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to the timing, manner, price and other terms and conditions of any participate in such Underwritten Shelf Take-Down shall be at conditioned upon such Shelf Holder’s participation in such underwriting and the sole discretion inclusion of such Shelf Holder’s Registrable Securities in the Initiating Shelf Take-Down Holders that initiated underwriting to the applicable Underwritten Shelf Take-Downextent provided herein. In connection with any Underwritten Shelf Take-Down, the The Company shall, together with all participating Shelf Holders and Third Party Shelf Holders of Registrable Securities of the Company (if any) proposing (and permitted) that are permitted to distribute their securities through such Underwritten Shelf Take-Down in accordance with this Section 2.2Down, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b3.1(d)(ii). Such underwriting agreement Notwithstanding any other provision of this Section 3.1 (other than Section 3.1(d)(iv)), if the underwriter shall contain such representations and warranties by, and advise the other agreements Company that marketing factors (including an adverse effect on the part of, the Company to and for the benefit per share offering price) require a limitation of the Shelf Holders party thereto as are customarily made by issuers number of shares to selling stockholders in secondary be underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down, then the Company shall so advise all Shelf Holders and Third Party Shelf Holders of Registrable Securities that are permitted to, and 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 in accordance with this Section 2.2 unless shall be allocated pro rata among such Shelf Holder completes Holders and executes all questionnairesThird Party Shelf Holders thereof in proportion, powers as nearly as practicable, to the respective amounts of attorney, indemnities Registrable Securities held by such Shelf Holders and other documents required under Third Party Shelf Holders at the terms time of such underwriting agreementUnderwritten 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. 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. Subject to Section 2.3(e(a) and Section 2.9, if the Initiating A Shelf Take-Down Initiating Holder so elects by may elect in a written request demand delivered to the Company Corporation (such request, an “Underwritten Shelf Take-Down Notice”), a ) for any Shelf Take-Down shall 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 the Corporation shall, if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Downso requested, the Company shall amend file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating practicable 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 initiated own a majority of the applicable Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementCorporation.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e(a) and Section 2.9, if the Initiating A Shelf Take-Down Initiating Holder so elects by may elect in a written request demand delivered to the Company Corporation (such request, an “Underwritten Shelf Take-Down Notice”), a ) for any Shelf Take-Down shall 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 the Corporation shall, if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Downso requested, the Company shall amend file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating practicable 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 initiated own a majority of the applicable Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementCorporation.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e2.10(c) and and, in case of Marketed Underwritten Shelf Take-Downs, Section 2.92.4(e), if the Initiating Shelf Take-Down Holder so elects by written request to the Company (such request, an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down 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, the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf TakeShelf-Take Down, the Company 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-Down in accordance with this Section 2.22.3, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b2.3(b). 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 agreements on the part of, the Company to and for the benefit of the 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 entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 2.3 unless such Shelf Holder or Third Party Shelf Holder, 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 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 and/or the Company in such Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. Subject to Notwithstanding the provisions of Section 2.3(e2.1(c) and Section 2.9hereof, if a Shelf Registration Statement has become effective in accordance with Section 2.1(b) hereof and any Borse Dubai Holder or Trust Holder (the “Initiating Shelf Holders”) 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 Holder so elects by written request to the Company (such request, an “Underwritten Shelf Take-Down Noticedown”), a then Nasdaq shall, 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, who must respond in writing within fifteen (15) days requesting inclusion of such Holders’ Registrable Securities in such Marketed Take-Down down. In such event, the right of any Holder to include its Registrable Securities in such Marketed Take-down shall be conditioned upon such Holder’s participation in such Marketed Take-down and inclusion of such Holder’s Registrable Securities in the form of an underwritten offering (an “Underwritten Shelf Marketed Take-Down”) and if necessary or if requested by down to the Initiating Shelf Take-Down extent provided herein. All Holders that initiated proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the applicable Underwritten Shelf Take-Down, the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer selected for such Underwritten Shelf Take-Down; provided, that such managing underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the CompanyNasdaq). Notwithstanding any other provision of this Section 2.1, if the delivery of any Underwritten Shelf Take-Down Noticemanaging underwriter advises Nasdaq in writing that, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timingin its opinion, manner, price and other terms and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion marketing factors require a limitation of the Initiating Shelf Take-Down Holders that initiated amount of securities to be underwritten (including Registrable Securities) because the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Downamount of securities to be underwritten is likely to have an adverse effect on the price, timing or the Company shalldistribution of the securities to be offered, together with then Nasdaq shall so advise all participating Shelf Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the amount of Registrable Securities that may be included in the underwriting shall be allocated as follows (i) first, to the extent any securities are requested to be included in such registration pursuant to Section 2.3 of the Company (if any) proposing (and permitted) to distribute their 2005 Registration Rights Agreement by the H&F Holders or the SLP Holders, the amount of such securities through such Underwritten Shelf Take-Down requested by the H&F Holders or the SLP Holders, allocated in accordance with this Section 2.2the 2005 Registration Rights Agreement, enter into 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 Holders 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 Initiating Shelf Holders requested to be included in such underwriting agreement that can, in customary form the opinion of such managing underwriter, be sold without having the adverse effect referred to above and (containing iii) third, to the extent all Registrable Securities requested to be included in such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the managing underwriter or underwriters selected underwriting by the Initiating Shelf TakeHolders 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 Holders that initiated down” under the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties byRegistration Statement which does not involve a customary “road show”, and then the other agreements on Holders will not have the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled right to participate in an Underwritten Shelf Takesuch underwritten “take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementdown”.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e2.10(c) and and, in case of Marketed Underwritten Shelf Take-Downs, Section 2.92.4(e), if the Initiating Shelf Take-Down Holder so elects by written request to the Company (such request, an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down 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, the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.22.3, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b2.3(b). 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 agreements on the part of, the Company to and for the benefit of the 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 entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 2.3 unless such Shelf Holder or Third Party Shelf Holder, 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 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 and/or the Company in such Underwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. Subject 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 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 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 included in such underwriting, who, subject to Section 2.3(e2.8, in each case must respond in writing within five (5) and Section 2.9, if the Initiating Shelf 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 as promptly as practicable. In such event, the right of any Holder so elects by written request to include its Registrable Securities in such Marketed Take-down shall be conditioned upon such Holder’s participation in such Marketed Take-down and inclusion of such Holder’s Registrable Securities in the Marketed Take-down to the Company (extent provided herein. All Holders proposing to distribute their securities through such request, underwriting shall enter into an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down shall be underwriting agreement in customary form with 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, the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer selected for such Underwritten Shelf Take-Down; provided, that such managing underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the CompanyNasdaq). Notwithstanding any other provision of this Section 2.1, if the delivery of any Underwritten Shelf Take-Down Noticemanaging underwriter advises Nasdaq in writing that, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timingin its opinion, manner, price and other terms and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion marketing factors require a limitation of the Initiating Shelf Take-Down Holders that initiated amount of securities to be underwritten (including Registrable Securities) because the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Downamount of securities to be underwritten is likely to have an adverse effect on the price, timing or the Company shalldistribution of the securities to be offered, together with then Nasdaq shall so advise all participating Shelf Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and, subject to Section 2.8, the amount of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, to the Registrable Securities and other securities requested to be included in such registration by the Persons that are, as of the Company 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 (if any) proposing (and permittedincluding Registrable Securities) to distribute their be underwritten allocated amongst such Persons on a pro rata basis determined based on the number of such securities through (including Registrable Securities) requested for inclusion by such Underwritten Shelf Take-Down Person and (ii) second, to the extent all Registrable Securities and other securities requested to be included in accordance with this Section 2.2such underwriting pursuant to the aforementioned (i) have been included, enter into an underwriting agreement other securities requested to be included in customary form (containing such representations and warranties by registration that can, in the Company and such other terms as are generally prevailing in agreements opinion of that type) with the managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain underwriter, be sold without having any such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementadverse effect.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e(a) and Section 2.9, if the Initiating A Shelf Take-Down Initiating Holder so elects by may elect in a written request demand delivered to the Company Corporation (such request, an “Underwritten Shelf Take-Down Notice”), a ) for any Shelf Take-Down shall 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 the Corporation shall, if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Downso requested, the Company shall amend file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating practicable 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 initiated own a majority of the applicable Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementCorporation.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e) and Section 2.92(d), at any time that any “shelf” Registration Statement is effective, if the Initiating Shelf Take-Down Holder so elects by written request any holder or group of holders of Registrable Securities delivers a notice to the Company HII (such request, an a “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down shall be in the form of ) stating that it intends to effect an underwritten offering or distribution of all or part of the Registrable Securities included by it on such “shelf” Registration Statement (an a “Underwritten Shelf Take-DownOffering”) and if necessary or if requested by stating the Initiating number of the Registrable Securities to be included in the Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-DownOffering, the Company then HII shall use reasonable best efforts to amend or supplement the Shelf “shelf” Registration Statement for as may be necessary in order to enable such purpose as soon as possibleRegistrable 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)). Such Initiating In connection with any Shelf Offering: (i) HII shall, promptly after receipt of a Take-Down Holders that initiated 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 applicable Underwritten “shelf” Registration Statement in the Shelf Offering if such holder notifies the proposing holders and HII within two (2) Business Days after delivery of the Take-Down shall have Notice to such holder, and in the right to select event that the managing underwriter or underwriters to administer advise the holders of such Underwritten Shelf Take-Down; provided, securities in writing that such managing underwriter in its or underwriters shall be reasonably acceptable to their view the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company shall, together with all participating Shelf Holders total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of the Company such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), such underwriter(s), if any) proposing (and permitted) to distribute their securities through such Underwritten Shelf Take-Down , may limit the number of shares which would otherwise be included in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under Offering in the terms of such underwriting agreementsame manner as is described in Section 2(b).

Underwritten Shelf Take-Downs. Subject to Section 2.3(e) and Section 2.92(d), at any time that any “shelf” Registration Statement is effective, if the Initiating Shelf Take-Down Holder so elects by written request any holder or group of holders of Registrable Securities delivers a notice to the Company WIND (such request, an a “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down shall be in the form of ) stating that it intends to effect an underwritten offering or distribution of all or part of the Registrable Securities included by it on such “shelf” Registration Statement (an a “Underwritten Shelf Take-DownOffering”) and if necessary or if requested by stating the Initiating number of the Registrable Securities to be included in the Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-DownOffering, the Company then WIND shall use reasonable best efforts to amend or supplement the Shelf “shelf” Registration Statement for as may be necessary in order to enable such purpose as soon as possibleRegistrable 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)). Such Initiating In connection with any Shelf Offering: (i) WIND shall, promptly after receipt of a Take-Down Holders that initiated 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 applicable Underwritten “shelf” Registration Statement in the Shelf Offering if such holder notifies the proposing holders and WIND within two (2) Business Days after delivery of the Take-Down shall have Notice to such holder, and in the right to select event that the managing underwriter or underwriters to administer advise the holders of such Underwritten Shelf Take-Down; provided, securities in writing that such managing underwriter in its or underwriters shall be reasonably acceptable to their view the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company shall, together with all participating Shelf Holders total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of the Company such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), such underwriter(s), if any) proposing (and permitted) to distribute their securities through such Underwritten Shelf Take-Down , may limit the number of shares which would otherwise be included in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under Offering in the terms of such underwriting agreementsame manner as is described in Section 2(b).

Underwritten Shelf Take-Downs. Subject to Section 2.3(e(A) and Section 2.9, if the Initiating A Shelf Take-Down Initiating Holder so elects by may elect in a written request demand delivered to the Company PubCo (such request, an “Underwritten Shelf Take-Down Notice”), a ) for any Shelf Take-Down shall that it has initiated to be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”) ), and PubCo shall, if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Downso requested, the Company shall amend file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders practicable; provided, that initiated the applicable 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 managing underwriter Underwriter or underwriters Underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter Underwriter or underwriters Underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion Holders that own a majority of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company shall, together with all participating Shelf Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through be offered for sale in such Underwritten Shelf Take-Take Down in accordance with subject to the limitations of this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b2.1(d)(ii)(B). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e) and Section 2.9, if the Initiating If such Shelf Take-Down is an Underwritten Shelf Take-Down, then the initiating Principal Shelf Holder so 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 by written request 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 Company 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 notice (such request, an “Underwritten Shelf Take-Down Participation Notice”)) to such initiating Principal Shelf Holder within the time period specified in such Take-Down Notice, a indicating its, his or her election to sell up to the number of Registrable Securities in the Underwritten Shelf Take-Down shall be specified by such other Shelf Holder in the form of an underwritten offering (an “such Underwritten Shelf Take-Down”) and if necessary or if requested by Down Participation Notice (on the Initiating Shelf Take-Down Holders that initiated the applicable terms set forth in this Section 3(d)). With respect to such Underwritten Shelf Take-Down, the Company shall amend Corporation shall, if so requested by such initiating Principal Shelf Holder, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possiblepracticable. Such Initiating With respect to such Underwritten Shelf Take-Down Holders (including any Marketed Underwritten Shelf Take-Down), in the event that initiated a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3(d), the applicable right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall have be conditioned upon such Shelf Holder’s participation in such underwriting and the right inclusion of such Shelf Holder’s Registrable Securities in the underwriting to select the managing underwriter or underwriters extent provided herein. The Corporation shall, together with all Shelf Holders that are permitted to administer distribute their securities through such Underwritten Shelf Take-Down; provided, that such managing enter into an underwriting agreement in customary form with the underwriter or underwriters selected in accordance with Section 11. In the event that, in connection with a Marketed Underwritten Shelf Take-Down, the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a limitation 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 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 reasonably acceptable reduced in the same manner as described in Section 4(b) with respect to a limitation of the CompanyRegistrable 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-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 Principal Shelf Holder agrees to make in connection with the Underwritten Shelf Take-Down. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating initiating Principal Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementHolder.

Underwritten Shelf Take-Downs. Subject to Section 2.3(ein the aggregate or (ii) and Section 2.9, if the Initiating Shelf Take-Down Holder so elects by written request to the Company (such request, an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down shall be in unless 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, the Company shall amend or supplement the Shelf Registration Statement for expected gross proceeds from such purpose as soon as possible. Such Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down exceed $50,000,000. The lead underwriters in any such distribution shall have be selected by the right holders of a majority of the Registrable Securities to select the managing underwriter or underwriters to administer such Underwritten Shelf Take-Downbe distributed; provided, provided that such managing underwriter or underwriters shall be selections are reasonably acceptable to the Company. Notwithstanding the delivery (c) The Company shall not be required to effect a registration (including a resale of Registrable Securities from an effective Shelf Registration Statement) or an underwritten offering pursuant to this Section 3.1: (i) with respect to securities that are not Registrable Securities or (ii) during any Underwritten Shelf TakePermitted Black-Down Notice, all determinations as out Period; provided that such right to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms and conditions of any Underwritten Shelf Take-Down delay a registration or underwritten offering shall be at exercised by the sole discretion Company only if the Company has generally exercised (or is concurrently exercising) similar black-out rights against holders of similar securities that have registration rights. (d) If, during a period when the Shelf Registration Statement is not effective or available (provided, for the avoidance of doubt, that the failure of the Initiating Shelf Take-Down Holders Registration Statement to be effective or available shall not be a requirement for the Investor or any Holder to exercise its rights pursuant to this Section 3.1(d) and Section 3.1(e) with respect to any Piggyback Registration that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Downis proposed to be an underwritten offering), the Company shallproposes to file a Registration Statement or prospectus supplement with respect to an offering of its equity securities, together with other than a registration pursuant to Section 3.1(a) or a Special Registration, and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to the Investor and all participating Shelf other Holders of its intention to effect such a registration (but in no event less than ten (10) Business Days prior to the anticipated filing date) and (subject to clause (f) below) will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the date of the Company’s notice (a “Piggyback Registration”). Any such person that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the pricing date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 3.1(d) prior to the effectiveness of such registration, whether or not the Investors or any other Holders have elected to include Registrable Securities in such registration. “Special Registration” means the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or its subsidiaries or in connection with dividend reinvestment plans. (if anye) proposing (and permittedIf the registration referred to in Section 3.1(d) is proposed to distribute their securities through such Underwritten Shelf Take-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part ofbe underwritten, the Company to will so advise the Investor and for the benefit all other Holders as a part of the Shelf written notice given pursuant to Section 3.1(d). In such event, the right of any Investor and all other Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled registration pursuant to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless 3.1 will be conditioned upon such Shelf Holder completes persons’ participation in such underwriting and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms inclusion of such underwriting agreement.persons’ Registrable Securities in the -13-

Underwritten Shelf Take-Downs. Subject to Section 2.3(e) and Section 2.9, if the Initiating If such Shelf Take-Down 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 so 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 by written request 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 Company same terms and conditions with respect to payment for the Registrable Securities as agreed to by such initiating Sponsor Stockholder, by sending a written notice (such request, an “Underwritten Shelf Take-Down Participation Notice”)) to such initiating Sponsor Stockholder within the time period specified in such Take-Down Notice, a indicating its, his or her election to sell up to the number of Registrable Securities in the Underwritten Shelf Take-Down shall be specified by such other Shelf Holder in the form of an underwritten offering (an “such Underwritten Shelf Take-Down”) and if necessary or if requested by Down Participation Notice (on the Initiating Shelf Take-Down Holders that initiated the applicable terms set forth in this Section 3(d)). With respect to such Underwritten Shelf Take-Down, the Company shall amend Corporation shall, if so requested by such Sponsor Stockholder, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possiblepracticable. Such Initiating With respect to such Underwritten Shelf Take-Down Holders (including any Marketed Underwritten Shelf Take-Down), in the event that initiated a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3(d), the applicable right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall have be conditioned upon such Shelf Holder’s participation in such underwriting and the right inclusion of such Shelf Holder’s Registrable Securities in the underwriting to select the managing underwriter or underwriters extent provided herein. The Corporation shall, together with all Shelf Holders that are permitted to administer distribute their securities through such Underwritten Shelf Take-Down; provided, that such managing enter into an underwriting agreement in customary form with the underwriter or underwriters shall selected in accordance with Section 11. In the event that, in connection with a Marketed Underwritten Shelf Take-Down, the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of Registrable Securities which would otherwise be reasonably acceptable 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 CompanyRegistrable 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-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 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating initiating Sponsor Stockholder. Each Sponsor Stockholder agrees to reasonably cooperate with each of the other Shelf Take-Down Holders that initiated the applicable to establish notice, delivery and documentation procedures and measures to facilitate such other Shelf Holder’s participation in future potential Underwritten Shelf Take-DownDowns by such Sponsor Stockholder pursuant to this Section 3(d). In connection with any Underwritten Shelf Take-Down, the Company shall, together with all participating Shelf Holders of Registrable Securities of event that the Company (if any) proposing (and permitted) to distribute their securities through such Underwritten Shelf Take-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement initiating Sponsor Stockholder shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled have determined not to participate in an Underwritten Shelf Take-Down, any other participating Sponsor Stockholder may elect to continue such Underwritten Shelf Take-Down in accordance (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 this Section 2.2 unless such Shelf Holder completes and executes all questionnairesrespect to making any determination as to the timing, powers of attorneymanner, indemnities price and other documents required under the 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 underwriting agreementUnderwritten Shelf Take-Down.

Underwritten Shelf Take-Downs. Subject Notwithstanding the provisions of Section 2.1(c) hereof, subject to Section 2.3(e3.1(xviii) and Section 2.9, if a Shelf Registration Statement has become effective in accordance with Section 2.1(b) hereof and any SLP Holder or TPG Holder (the “Initiating Shelf Holders”) 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 Holder so elects by written request to the Company (such request, an “Underwritten Shelf Take-Down Noticedown”), a then the Company shall, 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, who must respond in writing within ten (10) business days requesting inclusion of such Holders’ Registrable Securities in such Marketed Take-Down down. In such event, the right of any Holder to include its Registrable Securities in such Marketed Take-down shall be conditioned upon such Holder’s participation in such Marketed Take-down and inclusion of such Holder’s Registrable Securities in the form of an underwritten offering (an “Underwritten Shelf Marketed Take-Down”) and if necessary or if requested by down to the Initiating Shelf Take-Down extent provided herein. All Holders that initiated proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the applicable Underwritten Shelf Take-Down, the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer selected for such Underwritten Shelf Take-Down; provided, that such managing underwriting by a majority in interest 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 2.1, if the delivery of any Underwritten Shelf Take-Down Noticemanaging underwriter advises the Company in writing that, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timingin its opinion, manner, price and other terms and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion marketing factors require a limitation of the Initiating Shelf Take-Down Holders that initiated amount of securities to be underwritten (including Registrable Securities) because the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Downamount of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Company shall, together with shall so advise all participating Shelf Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through such Underwritten Shelf Take-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties bywhich would otherwise be underwritten pursuant hereto, and the other agreements amount of Registrable Securities that may be included in the underwriting shall be allocated among participating Holders as nearly as possible on a pro rata basis based on the part oftotal amount of Registrable Securities held by such Holders requested to be included in such underwriting. For avoidance of doubt, the Company if any Holder desires to and for the benefit of 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 party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled will not have the right to participate in an Underwritten Shelf Takesuch underwritten “take-Down in accordance with this Section 2.2 down” (unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under otherwise agreed by the terms of such underwriting agreementinitial selling Holder).

Underwritten Shelf Take-Downs. Subject to Section 2.3(e(A) and Section 2.9, if the Initiating A Shelf Take-Down Initiating Holder so elects by (in the case of the Sponsor or the Blade Founder Holder being the Shelf Take-Down Initiating Holder) may elect in a written request demand delivered to the Company PubCo (such request, an “Underwritten Shelf Take-Down Notice”), a ) for any Shelf Take-Down shall that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”) ), and PubCo shall, if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Downso requested, the Company shall amend file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating practicable; provided that any such Underwritten Shelf Take-Down Holders that initiated 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, $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 managing underwriter Underwriter or underwriters Underwriters to administer such Underwritten Shelf Take-Take- Down; provided, provided that such managing underwriter Underwriter or underwriters Underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementPubCo.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e) and Section 2.9, if the Initiating If such Shelf Take-Down is an Underwritten Shelf Take-Down, then the initiating Principal Shelf Holder so 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 by written request 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 Company 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 notice (such request, an “Underwritten Shelf Take-Down Participation Notice”)) to such initiating Principal Shelf Holder within the time period specified in such Take-Down Notice, a indicating its, his or her election to sell up to the number of Registrable Securities in the Underwritten Shelf Take-Down shall be specified by such other Shelf Holder in the form of an underwritten offering (an “such Underwritten Shelf Take-Down”) and if necessary or if requested by Down Participation Notice (on the Initiating Shelf Take-Down Holders that initiated the applicable terms set forth in this Section 3(d)). With respect to such Underwritten Shelf Take-Down, the Company shall amend Corporation shall, if so requested by such initiating Principal Xxxxx Xxxxxx, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possiblepracticable. Such Initiating With respect to such Underwritten Shelf Take-Down Holders (including any Marketed Underwritten Shelf Take-Down), in the event that initiated a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3(d), the applicable right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall have be conditioned upon such Shelf Holder’s participation in such underwriting and the right inclusion of such Shelf Holder’s Registrable Securities in the underwriting to select the managing underwriter or underwriters extent provided herein. The Corporation shall, together with all Shelf Holders that are permitted to administer distribute their securities through such Underwritten Shelf Take-Down; provided, that such managing enter into an underwriting agreement in customary form with the underwriter or underwriters selected in accordance with Section 11. In the event that, in connection with a Marketed Underwritten Shelf Take-Down, the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a limitation 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 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 reasonably acceptable reduced in the same manner as described in Section 4(b) with respect to a limitation of the CompanyRegistrable 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-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 Principal Xxxxx Xxxxxx agrees to make in connection with the Underwritten Shelf Take-Down. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementinitiating Principal Xxxxx Xxxxxx.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e(A) and Section 2.9, if the Initiating A Shelf Take-Down Initiating Holder so elects by may elect in a written request demand delivered to the Company PubCo (such request, an “Underwritten Shelf Take-Down Notice”), a ) for any Shelf Take-Down shall that it has initiated to be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”) ), and PubCo shall, if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Downso requested, the Company shall amend file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating 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 initiated own a majority of the applicable Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the managing underwriter Underwriter or underwriters Underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter Underwriter or underwriters Underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementPubCo.

Underwritten Shelf Take-Downs. (i) Subject to Section 2.3(e) and Section 2.92.2(b), if the Initiating a Holder that is a Shelf Take-Down Holder so elects by in a written request delivered to the Company (such request, an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down shall may be in the form of an underwritten offering Underwritten Offering (an “Underwritten Shelf Take-Down”) and and, if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Downnecessary, the Company shall amend use its reasonable best efforts to file and effect an amendment or supplement the to its Shelf Registration Statement for such purpose as soon as possiblepracticable. Such Initiating initiating Shelf Take-Down Holders that initiated the applicable 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 managing 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 managing underwriter or underwriters shall be reasonably acceptable to the Company”). Notwithstanding the (ii) Promptly upon delivery of any an Underwritten Shelf Take-Down NoticeNotice 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), all determinations as to whether to complete any 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 as to Section 2.7, the timing, manner, price and other terms and conditions of any Company shall include in such Marketed Underwritten Shelf Take-Down shall 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 at the sole discretion of the Initiating offered and sold pursuant to such Marketed Underwritten Shelf Take-Down Holders that initiated Down, for inclusion therein at least three (3) Business Days prior to the applicable expected date of such Marketed Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company shall, together with all participating Shelf Holders of Registrable Securities of the Company (if anyiii) proposing (and permitted) to distribute their securities through such Underwritten Shelf Take-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No If a Shelf Holder shall be entitled desires to participate in 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 accordance advance of the completion of such Restricted Shelf Take-Down as shall be 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 Restricted 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 this Section 2.2 unless such Restricted Shelf Take-Down with respect to the other Shelf Holders if any such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of elects to exercise such underwriting agreementright.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e(A) and Section 2.9, if the Initiating A Shelf Take-Down Initiating Holder so elects by may elect in a written request demand delivered to the Company PubCo (such request, an “Underwritten Shelf Take-Down Notice”), a ) for any Shelf Take-Down shall that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”) ), and PubCo shall, if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Downso requested, the Company shall amend file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating 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 initiated own a majority of the applicable Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the managing underwriter Underwriter or underwriters Underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter Underwriter or underwriters Underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementPubCo.

Underwritten Shelf Take-Downs. Subject to Notwithstanding the provisions of Section 2.3(e2.1(c) and Section 2.9hereof, if a Shelf Registration Statement has become effective in accordance with Section 2.1(b) hereof and any H&F Holder or SLP Holder (the “Initiating Shelf Holders”) 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 Holder so elects by written request to the Company (such request, an “Underwritten Shelf Take-Down Noticedown”), a then the Company shall, 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, who must respond in writing within fifteen (15) days requesting inclusion of such Holders’ Registrable Securities in such Marketed Take-Down down. In such event, the right of any Holder to include its Registrable Securities in such Marketed Take-down shall be conditioned upon such Holder’s participation in such Marketed Take-down and inclusion of such Holder’s Registrable Securities in the form of an underwritten offering (an “Underwritten Shelf Marketed Take-Down”) and if necessary or if requested by down to the Initiating Shelf Take-Down extent provided herein. All Holders that initiated proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the applicable Underwritten Shelf Take-Down, the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer selected for such Underwritten Shelf Take-Down; provided, that such managing underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.1, if the delivery of any Underwritten Shelf Take-Down Noticemanaging underwriter advises the Company in writing that, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timingin its opinion, manner, price and other terms and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion marketing factors require a limitation of the Initiating Shelf Take-Down Holders that initiated amount of securities to be underwritten (including Registrable Securities) because the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Downamount of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Company shall, together with shall so advise all participating Shelf Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the amount of Registrable Securities that may be included in the Company underwriting shall be allocated among participating Holders, (if anyi) proposing first among the Initiating Shelf Holders 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 and permitted(ii) second to distribute their securities through the extent all Registrable Securities requested to be included in such Underwritten Shelf Take-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf TakeHolders 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 Holders that initiated down” under the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties byRegistration Statement which does not involve a customary “road show”, and then the other agreements on Holders will not have the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled right to participate in an Underwritten Shelf Takesuch underwritten “take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementdown”.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e(A) and Section 2.9, if If the H&F Initiating Shelf Take-Down Holder Holders or the TCEP Initiating Holders so elects by elect in a written request demand delivered to the Company (such request, an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down shall (including any Restricted Shelf Take-Down) may 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, the Company shall amend shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating Shelf Take-Down Holders practicable; provided, however that initiated the applicable 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 managing underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, provided that such managing underwriter or underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement.

Underwritten Shelf Take-Downs. Subject to Section 2.3(e(a) and Section 2.9, if the Initiating A Shelf Take-Down Initiating Holder so elects by may elect in a written request demand delivered to the Company Corporation (such request, an “Underwritten Shelf Take-Down Notice”), a ) for any Shelf Take-Down shall 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 the Corporation shall, if necessary or if requested by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Downso requested, the Company shall amend file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as possible. Such Initiating practicable 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 initiated own a majority of the applicable Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. 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 and conditions of any Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down. In connection with any Underwritten Shelf Take-Down, the Company 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-Down in accordance with this Section 2.2, 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 managing underwriter or underwriters selected by the Initiating Shelf Take-Down Holders that initiated the applicable Underwritten Shelf Take-Down in accordance with this Section 2.2(b). Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Shelf Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Shelf Holder shall be entitled to participate in an Underwritten Shelf Take-Down in accordance with this Section 2.2 unless such Shelf Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreementCorporation.