Common use of Xxxxx Xxxx-Xxxxx Clause in Contracts

Xxxxx Xxxx-Xxxxx. Subject to the provisions of this Section 2, at any time and from time to time after the Initial Lock-up Release Date, Xx Xxxxxxxx Stockholders holding a majority of the Registrable Securities included in an effective Shelf Registration (“Initiating Holders”) may initiate an offering or sale of all or part of such Registrable Securities pursuant to the Registration Statement referred to in the immediately preceding Section 2(a) (a “Shelf Take- Down”); provided that any Shelf Take-Down must have an aggregate dollar value of $75 million or greater (the “Minimum Offering Size”) and the Xx Xxxxxxxx Stockholders may only request three Shelf Take-Downs in any rolling 12-month basis (provided that such limits shall include all Underwritten Shelf Take-Downs and Marketed Underwritten Shelf Take-Downs, but shall not apply to any Non-Marketed Shelf Take-Downs). If the Initiating Holders elect in a written request delivered to the Corporation (an “Underwritten Shelf Take-Down Notice”), a Shelf Take- Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Corporation shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as reasonably practicable and taking into account financial statement staleness rules. The Initiating Holders shall indicate in such Underwritten Shelf Take- Down Notice whether they intend for such Underwritten Shelf Take-Down to involve a block trade or a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). If the Initiating Holders desire to effect a Non-Marketed Shelf Take-Down, the Initiating Holders shall so indicate in a written request delivered to the Corporation no later than two Business Days prior to the expected date of such Non-Marketed Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non- Marketed Shelf Take-Down, and, if necessary, the Corporation shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as practicable and in any event within two Business Days; provided that each of the foregoing periods shall be extended to the extent required to satisfy financial statement staleness rules and subject to Section 4(a)(i) (subject to any lock-up restrictions), including, without limitation, filing a Prospectus, prospectus supplement, post-effective amendments, appropriate qualification under

Xxxxx Xxxx-Xxxxx. Subject At any time that a Shelf Registration Statement covering Registrable Securities is effective, the Investors may deliver a notice to the provisions of this Section 2, at any time and from time to time after the Initial LockCompany (a “Take-up Release Date, Xx Xxxxxxxx Stockholders holding a majority of the Registrable Securities included in an effective Shelf Registration (“Initiating HoldersDown Notice”) may initiate stating that they intend to effect an underwritten offering or sale of all or part of such their Registrable Securities pursuant to included by them on the Registration Statement referred to in the immediately preceding Section 2(a) shelf registration statement (a “Shelf Take- Down”); provided that any Shelf Take-Down must have an aggregate dollar value of $75 million or greater (the “Minimum Offering Size”) and the Xx Xxxxxxxx Stockholders may only request three Shelf Take-Downs in any rolling 12-month basis (provided that such limits shall include all Underwritten Shelf Take-Downs and Marketed Underwritten Shelf Take-Downs, but shall not apply to any Non-Marketed Shelf Take-Downs). If the Initiating Holders elect in a written request delivered to the Corporation (an “Underwritten Shelf Take-Down NoticeOffering”), a Shelf Take- Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Corporation shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as reasonably practicable and taking into account financial statement staleness rules. The Initiating Holders shall indicate in such Underwritten Shelf Take- Down Notice whether they intend for such Underwritten Shelf Take-Down to involve a block trade or a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). If the Initiating Holders desire to effect a Non-Marketed Shelf Take-Down, the Initiating Holders shall so indicate in a written request delivered subject to the Corporation no later than two Business Days prior to the expected date of such Non-Marketed Shelf Take-Down, which request shall include requirement that either (i) such Investors hold at least fifteen percent (15%) of the total then-outstanding number of Registrable Securities expected (on an as-converted basis pursuant to be offered and sold in such Non-Marketed Shelf Take-Down, Section 7(c) of the Certificate of Designations) or (ii) the total offering price is reasonably expected plan to equal or exceed, in the aggregate, the Minimum Demand Threshold, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of distribution Registrable Securities by any other Investors pursuant to Section 2(d)(i)). Investors that are holders of Registrable Securities shall be entitled to request, and the Company shall be required to facilitate, an aggregate of four (4) total Shelf Underwritten Offerings pursuant to this Section 2(d) in addition to the other registration rights provided in this Agreement; provided, however, that a Shelf Underwritten Offering shall not be counted for such Non-Marketed purposes unless a Shelf Registration Statement has become effective and all of the Registrable Securities requested by such Investors to be registered in such Shelf Underwritten Offering have been sold; provided, further, that the number of Shelf Underwritten Offerings the Investors shall be entitled to request shall be reduced by each Take-Down Notice effected for such Investors pursuant to this Section 2(d); and provided, further, that each Major Investor shall be entitled to demand at least one Shelf Underwritten Offering, which demand may be in addition to the four (iii4) the action or actions required (including the timing thereof) in total Shelf Underwritten Offerings if such Major Investor had not previously demanded a Shelf Underwritten Offering. In connection with such Non- Marketed any Shelf Take-Down, and, if necessary, the Corporation shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as practicable and in any event within two Business Days; provided that each of the foregoing periods shall be extended to the extent required to satisfy financial statement staleness rules and subject to Section 4(a)(i) (subject to any lock-up restrictions), including, without limitation, filing a Prospectus, prospectus supplement, post-effective amendments, appropriate qualification underUnderwritten Offering:

Xxxxx Xxxx-Xxxxx. Subject A Holder of Shelf Registered Securities may sell pursuant to the provisions of this Section 2, at any time and Shelf Registration Statement from time to time after in accordance with the Initial Lock-up Release Date, Xx Xxxxxxxx Stockholders holding a majority plan of distribution set forth in the Registrable Securities included in an effective Shelf Registration (“Initiating Holders”) Statement. A Holder or Holders of Shelf Registered Securities may initiate an offering or sale of all or part of such Registrable Securities pursuant to the Registration Statement referred to in the immediately preceding Section 2(a) (a “Shelf Take- Down”); provided that any Shelf Take-Down must have an aggregate dollar value of $75 million or greater also request (the “Minimum Shelf Public Offering SizeRequest”) and the Xx Xxxxxxxx Stockholders may only request three Shelf Takethat a shelf take-Downs in any rolling 12-month basis (provided that such limits shall include all Underwritten Shelf Take-Downs and Marketed Underwritten Shelf Take-Downs, but shall not apply to any Non-Marketed Shelf Take-Downs). If the Initiating Holders elect in a written request delivered to the Corporation (an “Underwritten Shelf Take-Down Notice”), a Shelf Take- Down may down be in the form of an Underwritten Offering (an a “Underwritten Shelf Take-DownPublic Offering”) and, if necessarythe gross proceeds reasonably anticipated to be generated from the sale of the Shelf Registered Securities (as determined in good faith by the relevant Holders and their Underwriters) equals or exceeds $7,500,000. Promptly upon receipt of a Shelf Public Offering Request, the Corporation Company shall file provide notice (the “Shelf Public Offering Notice”) of such proposed Underwritten Offering (which notice shall state the material terms of such proposed Underwritten Offering, to the extent known, as well as the identity of the Shelf Public Offering Requesting Holder) to the other Holders holding Shelf Registered Securities. Such other Holders may, by written request to the Company and effect an amendment or supplement to its Shelf Registration the Underwriter for such purpose Underwritten Offering, within five Business Days after receipt of such Shelf Public Offering Notice, offer and sell up to all of their Shelf Registered Securities of the same class or series as soon as reasonably practicable and taking into account financial statement staleness rules. The Initiating Holders shall indicate the Shelf Registered Securities proposed to be sold in such Underwritten Offering. No Holder shall be entitled to include any of its Registrable Securities in a Shelf Take- Down Notice whether they intend Public Offering unless such Xxxxxx has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering shall be selected in accordance with Section 2.7(f). The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Shelf Take-Down to involve a block trade or a customary “road show” (including an “electronic road show”) or other marketing effort Public Offering shall be approved by the underwriters (a “Marketed Underwritten Shelf Take-Down”). If the Initiating Holders desire to effect a Non-Marketed Shelf Take-Down, the Initiating Holders shall so indicate in a written request delivered to the Corporation no later than two Business Days prior to the expected date of such Non-Marketed Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non- Marketed Shelf Take-Down, and, if necessary, the Corporation shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as practicable and in any event within two Business Days; provided that each of the foregoing periods shall be extended to the extent required to satisfy financial statement staleness rules and subject to Section 4(a)(i) (subject to any lock-up restrictions), including, without limitation, filing a Prospectus, prospectus supplement, post-effective amendments, appropriate qualification underPublic Offering Requesting Holder.

Xxxxx Xxxx-Xxxxx. Subject A Holder of Shelf Registered Securities may sell pursuant to the provisions of this Section 2, at any time and Shelf Registration Statement from time to time after in accordance with the Initial Lock-up Release Date, Xx Xxxxxxxx Stockholders holding a majority plan of distribution set forth in the Registrable Securities included in an effective Shelf Registration (“Initiating Holders”) Statement. A Holder or Holders of Shelf Registered Securities may initiate an offering or sale of all or part of such Registrable Securities pursuant to the Registration Statement referred to in the immediately preceding Section 2(a) (a “Shelf Take- Down”); provided that any Shelf Take-Down must have an aggregate dollar value of $75 million or greater also request (the “Minimum Shelf Public Offering SizeRequest”) and the Xx Xxxxxxxx Stockholders may only request three Shelf Takethat a shelf take-Downs in any rolling 12-month basis (provided that such limits shall include all Underwritten Shelf Take-Downs and Marketed Underwritten Shelf Take-Downs, but shall not apply to any Non-Marketed Shelf Take-Downs). If the Initiating Holders elect in a written request delivered to the Corporation (an “Underwritten Shelf Take-Down Notice”), a Shelf Take- Down may down be in the form of an Underwritten Offering (an a “Underwritten Shelf Take-DownPublic Offering”) and, if necessarythe gross proceeds reasonably anticipated to be generated from the sale of the Shelf Registered Securities (as determined in good faith by the relevant Holders and their Underwriters) equals or exceeds $15,000,000. Promptly upon receipt of a Shelf Public Offering Request, the Corporation Company shall file provide notice (the “Shelf Public Offering Notice”) of such proposed Underwritten Offering (which notice shall state the material terms of such proposed Underwritten Offering, to the extent known, as well as the identity of the Shelf Public Offering Requesting Holder) to the other Holders holding Shelf Registered Securities. Such other Holders may, by written request to the Company and effect an amendment the Shelf Public Offering, within five Business Days after receipt of such Shelf Public Offering Notice, offer and sell up to all of their Shelf Registered Securities of the same class or supplement series as the Shelf Registered Securities proposed to its Shelf Registration for such purpose as soon as reasonably practicable and taking into account financial statement staleness rules. The Initiating Holders shall indicate be sold in such Underwritten Offering. No Holder shall be entitled to include any of its Registrable Securities in a Shelf Take- Down Notice whether they intend Public Offering unless such Xxxxxx has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering shall be selected in accordance with Section 2.7(f). The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Shelf Take-Down to involve a block trade or a customary “road show” (including an “electronic road show”) or other marketing effort Public Offering shall be approved by the underwriters (a “Marketed Underwritten Shelf Take-Down”). If the Initiating Holders desire to effect a Non-Marketed Shelf Take-Down, the Initiating Holders shall so indicate in a written request delivered to the Corporation no later than two Business Days prior to the expected date of such Non-Marketed Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non- Marketed Shelf Take-Down, and, if necessary, the Corporation shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as practicable and in any event within two Business Days; provided that each of the foregoing periods shall be extended to the extent required to satisfy financial statement staleness rules and subject to Section 4(a)(i) (subject to any lock-up restrictions), including, without limitation, filing a Prospectus, prospectus supplement, post-effective amendments, appropriate qualification underPublic Offering Requesting Holder.