Common use of Withdrawal Clause in Contracts

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving written notice (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting Holders. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, an Investor Stockholder or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Investor Stockholders, the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor, an Investor Stockholder or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Investor Stockholder or such Target Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the any Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or an Existing Investor may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Existing Investors or any of their respective Permitted Transferees, as applicable. If withdrawnwithdrawn by a Demanding Holder, a demand for the Sponsor or an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects Existing Investor may elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, sentence and such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or an Existing Investor, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown and shall not include the Registrable Securities of such withdrawing Demanding Holder in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf TakedownOffering, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering; provided that any other Demanding Holder(s) the Sponsor or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Sponsor, the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if any other Demanding Holder(s) the Sponsor or a Target Holder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders Sponsor or such Target Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown an Underwritten Offering prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing pricing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such an Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an such Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from a Registration pursuant to such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering; provided that any other Demanding Holder(s) Legacy Orchestra Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Legacy Orchestra Equityholders and the Sponsor Equityholders. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.3, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if any other Demanding Holder(s) a Legacy Orchestra Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by such Legacy Orchestra Equityholder or the Demanding Holders Sponsor Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.5.

Withdrawal. Prior to the filing pricing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such an Underwritten Shelf TakedownTakedown or Underwritten Demand Offering, a majority-in-interest of the Demanding Holders initiating an such Underwritten Shelf Takedown may elect Offering, pursuant to a Registration under Section 2.1.1 shall have the right to withdraw from a Registration pursuant to such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice (a “Withdrawal Notice”) notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other the Demanding Holder(s) Comera Equityholder or Demanding Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Comera Equityholders and the Demanding Sponsor Equityholders. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder Offering for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) the Yearly Limit and Demanding Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Offering; provided that, if any other Demanding Holder(s) an Eligible Comera Equityholder or the Sponsor or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders Eligible Comera Equityholders or the Sponsor and the Sponsor Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersEligible Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter underwriter or Underwriters underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2(a)(iv), unless the Yearly Limit and Holder reimburses the Total LimitCompany for all Sale Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2(a)(iv). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Sale Expenses incurred in connection with a Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72(a)(vi), other than if a Demanding Holder elects to pay such Sale Expenses pursuant to the second sentence of this Section 2(a)(vi).

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the any Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) LGL Sponsor may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)LGL Sponsor or any of their respective Affiliates, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.01(c), unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder had requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) LGL Sponsor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders one of LGL Sponsor, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.01(c). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.01(e), other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.01(e).

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any the other Demanding Holder(s) Initial Investors or the other NextNav Investors may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)other Initial Investors or the other NextNav Investors, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.3, unless the Yearly Limit and Demanding Holders reimburse the Total Limit; provided that, if any other Demanding Holder(s) elects Company for all Registration Expenses with respect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total LimitTakedown. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting Holders. Notwithstanding anything Holders that had elected to the contrary participate in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a such Shelf Takedown prior to its withdrawal under this Section 2.1.7Takedown.

Withdrawal. Prior to the filing Any of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten a Shelf Takedown may elect shall have the right to withdraw from such Underwritten a Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the SPAC Holders or the Vast Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)satisfied. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward subsection 3.1.4 with respect to the Yearly Limit and applicable Demanding Holder, unless the Total Limit; provided thatDemanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if any other there is more than one Demanding Holder(s) Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided, that if a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Holder for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsubsection 3.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.7subsection 3.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this subsection 3.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Target Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(sHolder (to the extent they are not withdrawing) may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by such Holder, as applicable or if such Underwritten Shelf Takedown would be made with respect to all of the Demanding Holder(s)Registrable Securities of such Holder. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of subsection 2.1.3, unless either (a) such withdrawal occurs during a period the Company has deferred taking action pursuant to Section 2.1.5 4.4 hereof and shall not count toward or (b) the Yearly Limit and withdrawing Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Xxxxxx, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsubsection 2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7subsection 2.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this subsection 2.1.5.

Withdrawal. Prior to the filing Any of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten a Shelf Takedown may elect shall have the right to withdraw from such Underwritten a Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the SPAC Holders or the Vast Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)satisfied. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward subsection 3.1.4 with respect to the Yearly Limit and applicable Demanding Holder, unless the Total Limit; provided thatDemanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if any other there is more than one Demanding Holder(s) Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided, that if a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Holder for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsubsection 3.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.7subsection 3.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this subsection 3.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) DM Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)DM Equityholders, the Sponsor Equityholders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a DM Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders DM Equityholders or the Sponsor Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Target Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall reasonably promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxhexxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving written notice (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting Holders. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the any Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that Sponsor or any other Demanding Holder(s) Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor or such other Demanding Holder(s)Holder, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.01(c), unless either (a) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (b) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if Sponsor or any other Demanding Holder(s) New Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or any New Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.01(c). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.01(e), other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.01(e).

Withdrawal. Prior to the filing pricing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such an Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an such Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from a Registration pursuant to such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering; provided that any other Demanding Holder(s) Legacy Scilex Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Legacy Scilex Equityholder and the Sponsor Equityholders. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.3, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if any other Demanding Holder(s) a Legacy Scilex Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders Legacy Scilex Equityholder or the Sponsor Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.5.

Withdrawal. Prior to the filing of the applicable “"red hxxxxxx” " prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “"Withdrawal Notice”") to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Sxxxxx Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Sxxxxx Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall Clause 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or a Sxxxxx Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Sxxxxx Xxxxxx, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total LimitClause 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7Clause 2.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Clause 2.1.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Innoviz Equityholder, SPAC Holder, or Other Equityholder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Innoviz Equityholders, the SPAC Holders, or the Other Equityholders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a Innoviz Equityholder, a SPAC Holder, or an Other Equityholder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Innoviz Equityholders, the SPAC Holders, or the Other Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Memic Equityholder or SPAC Sponsor may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Memic Equityholders or SPAC Sponsor or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holders have not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a Memic Equityholder or SPAC Sponsor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Memic Equityholders or SPAC Sponsor, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if Demanding Holders elect to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or the Rigetti Holders, as applicable, may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Rigetti Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects the Sponsor or the Rigetti Holders, as applicable, elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Rigetti Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior Upon ninety (90) days written notice to USFWS, CDFG, the filing of Implementing Entity and all other Permittees, any Permittee except for the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown Implementing Entity may elect to unilaterally withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving written notice (this Agreement. As a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) condition of their request to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit. Following the receipt of any Withdrawal Noticewithdrawal, the Company Permittee shall promptly forward such Withdrawal Notice remain obligated to any other Requesting Holders. Notwithstanding anything to the contrary in ensure implementation of all existing and outstanding minimization and mitigation measures required under this Agreement, the Company HCP/NCCP and the Permits for any Take that the Permittee itself caused and any Take by Third Party Participants that the Permittee authorized prior to withdrawal. If a Permittee withdraws before causing or authorizing any Take under the Permits, the Permittee shall have no obligation to ensure implementation of any minimization or mitigation measures. Such withdrawal of a Permittee from this Agreement shall be responsible deemed to constitute a surrender of the Permittee’s authorization under the Permits. Withdrawal by a Permittee shall not diminish or otherwise affect the obligations of the remaining Permittee’s under this Agreement, the HCP/NCCP, or the Permits. The Permittees acknowledge that if one or more Permittees withdraws from this Agreement and, as a result of the withdrawal, it is no longer feasible or practicable to implement the HCP/NCCP successfully, it may be necessary to amend the HCP/NCCP and/or to amend the Permits in response to the withdrawal. Upon ninety (90) days written notice to USFWS and CDFG, Permittees collectively may withdraw from this Agreement. As a condition of such withdrawal, the Permittees shall be obligated to ensure implementation of all existing and outstanding minimization and mitigation measures required under this Agreement, the HCP/NCCP and the Permits for the Registration Expenses incurred in connection with a Shelf Takedown any Take that occurred prior to its such withdrawal until the Wildlife Agencies determine that all Take of Covered Species that occurred under the Permits has been mitigated to the maximum extent practicable in accordance with the HCP/NCCP. Permittees shall further be obligated to ensure that the Rough Proportionality standard has been met in accordance with Section 9.3 of this Section 2.1.7.Agreement and Chapter 8.6.1 of the HCP/NCCP with regard to Take that occurred prior to withdrawal. If the Permittees collectively notify the USFWS in writing that they plan to withdraw from this Agreement or to discontinue the Covered Activities, they shall surrender the Federal Permit pursuant to the requirements of 50 Code of Federal Regulations Part

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor and the Jasper Holders or any of their respective Affiliates, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (a) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (b) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor or any other Demanding Holder(s) Xxxxxx Xxxxxx elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by one of the Demanding Holders Sponsor or any Jasper Holders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (b) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing pricing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such an Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an such Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from a Registration pursuant to such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering; provided that any other Demanding Holder(s) the Eligible Holders may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Eligible Holders. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.3, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if any other Demanding Holder(s) elects the Eligible Holders elect to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders Sponsor or the Eligible Holders, as applicable for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, the Forward Purchasers or the OfferPad Holders, as applicable, may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Forward Purchasers, the OfferPad Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects the Sponsor, the Forward Purchasers or the OfferPad Holders, as applicable, elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Forward Purchaser or such OfferPad Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, the CP Stockholder or the VG Stockholder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the CP Stockholder, the VG Stockholder or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) the Sponsor, the CP Stockholder or the VG Stockholder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, the CP Stockholder or the VG Stockholder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing pricing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such an Underwritten Shelf TakedownTakedown or Underwritten Demand Offering, a majority-in-interest of the Demanding Holders initiating an such Underwritten Shelf Takedown may elect Offering, pursuant to a Registration under Section 2.1.1 shall have the right to withdraw from a Registration pursuant to such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company Parentco and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other the Demanding Holder(s) Holder may elect to have the Company Parentco continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Holders. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder Offering for purposes of Section 2.1.5 hereof and shall 2.1.3, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) the Yearly Limit and the Total LimitDemanding Holder reimburses Parentco for all Registration Expenses with respect to such Underwritten Offering; provided that, if any other Demanding Holder(s) a Grey Rock Equityholder or a Holdco Equityholder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders Grey Rock Equityholders, ENPC Equityholders or Holdco Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.3. Following the receipt of any Withdrawal Notice, the Company Parentco shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company Parentco shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown an Underwritten Offering prior to its withdrawal under this Section 2.1.72.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request its intention to withdraw from such Underwritten Shelf Takedown, and such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof; provided that any other Demanding Holder(s) the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total LimitTakedown. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) a Sponsor Holder or an eFFECTOR Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor Holders, the eFFECTOR Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) a Sponsor Holder or an eFFECTOR Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Sponsor Holder or such eFFECTOR Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, a Founder or a Growth Investor may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Founders, the Growth Investors or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor, a Founder or a Growth Investor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Founder or such Growth Investor, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf TakedownOffering, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering; provided that any other Demanding Holder(s) the Sponsor or a Holder may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Underwritten Offering Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Sponsor, the Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall subsection 2.1.6, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Offer (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if any other Demanding Holder(s) the Sponsor or a Holder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders Sponsor or such Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsubsection 2.1.6. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.7, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this subsection 2.1.7.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest Any of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request such Demanding Holder’s intention to withdraw from such Underwritten Shelf Takedown, prior to the public announcement of the Underwritten Shelf Takedown by the Company; provided that any other Demanding Holder(s) a Special Holder not so withdrawing may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsatisfied. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersSpecial Holders that had elected to participate in such Underwritten Shelf Takedown. If all Demanding Holders of any given Underwritten Shelf Takedown exercise their withdrawal right under this Section 2.1(f) such that no Demanding Holders remain, the Demanding Holders have the option to reimburse the Company for all Registration Expenses, at which point such Underwritten Shelf Takedown shall not be subject to the limitation set forth in Section 2.1(c). Notwithstanding anything to the contrary contained in this Agreement, but except as set forth in the immediately preceding sentence, the Company shall be responsible for the Registration Expenses incurred in connection with a the Underwritten Shelf Takedown prior to its withdrawal delivery of a Withdrawal Notice under this Section 2.1.72.1(f).

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Legacy Owlet Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Legacy Owlet Equityholders and the Sponsor Equityholders. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a Legacy Owlet Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Legacy Owlet Equityholders or the Sponsor Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Innovid Equityholder or SPAC Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Innovid Equityholders or the SPAC Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a Innovid Equityholder or a SPAC Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Innovid Equityholders or the SPAC Holders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other the remaining Demanding Holder(s) Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold Amount would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)such Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1(d), unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other the remaining Demanding Holder(s) elects Holders elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the such remaining Demanding Holders Holders, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1(d). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1(f), other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1(f).

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” xxxxxxx’ prospectus or prospectus supplement used for marketing such Underwritten Shelf TakedownOffering, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect Offering pursuant to subsection 2.1.4 of this Agreement shall have the right to withdraw from such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering; provided provided, that any other the remaining Demanding Holder(s) Holders or Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Underwritten Offering Threshold would still be satisfied by the such Demanding Holders’ or Requesting Holders’ aggregate remaining Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Offering. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall subsection 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has required to be included in such Underwritten Offering); provided that, if either the Sponsor or any other Demanding Holder(s) of the Sunergy Equity Holders elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward Sponsor or the Yearly Limit and the Total LimitSunergy Equity Holders, as applicable. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Demanding Holders and Requesting HoldersHolders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown an Underwritten Demand prior to its withdrawal under this Section 2.1.7subsection 2.1.6, other than if a Demanding Holder (A) is required to reimburse the Company for Registration Expenses pursuant to subsection 2.1.4(i) (including (x) any Requesting Holder’s corresponding reimbursement obligation pursuant to subsection 2.1.4(i) or (y) any Holder’s corresponding reimbursement obligation pursuant to subsection 2.2.1(b) with respect to such Holder’s exercise of its Piggyback Registration rights) or (B) elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this subsection 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) a Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from a Registration pursuant to such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the a Sponsor Holder or a Corcentric Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor Holders, the Corcentric Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) a Sponsor Holder or a Corcentric Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Sponsor Holder or such Corcentric Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedow. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor Holdco or an Nuvation Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor Holdco, the Nuvation Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward subsection 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor Holdco or an Nuvation Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting Holders. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7.immediately

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) GCM Equityholder or the Sponsor may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)GCM Equityholders, the Sponsor or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a GCM Equityholder or the Sponsor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders GCM Equityholders or the Sponsor, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownXxxxx Xxxxxxxx; provided that any other Demanding Holder(s) Xxxxxx Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Xxxxxx Equityholders or the Sponsor Equityholders, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a Xxxxxx Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Xxxxxx Equityholders or the Sponsor Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf TakedownOffering, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering, prior to the public announcement of the Underwritten Offering by the Company; provided that any other Demanding Holder(s) the Sponsor or a Holder may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Underwritten Offering Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Sponsor, the Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall subsection 2.1.6, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Offer (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if any other Demanding Holder(s) the Sponsor or a Holder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders Sponsor or such Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsubsection 2.1.6. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.7, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this subsection 2.1.7.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, an Investor Stockholder, a Starr Holder or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Investor Stockholders, the Starr Holders, the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor, an Investor Stockholder, a Starr Holder or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Investor Stockholder, such Starr Holder or such Target Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the GAMC Majority Holders or the Bolt Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)GAMC Majority Holders the Bolt Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects the GAMC Majority Holders or the Bolt Holders elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders GAMC Majority Holders, the Bolt Holders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-A majority in interest of the SUO Demanding Holders or SUO Requesting Holders initiating an a Shelf Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from such its Registrable Securities included in a Shelf Underwritten Shelf Takedown Offering pursuant to subsection 2.1.3 for any or no reason whatsoever by giving upon written notice (a “Withdrawal Notice”) notification to the Company and the Underwriter or Underwriters (if any) of its intention to so withdraw at any time up to one business (1) day prior to the filing of the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such Shelf Underwritten Offering; provided, however, that upon withdrawal of an amount of Registrable Securities included by the Holders in such Shelf Underwritten Offering, in their request capacity as SUO Demanding Holders, resulting in the total offering price of such Shelf Underwritten Offering being less than the Minimum Amount, the Company shall cease all efforts to withdraw from such Underwritten Shelf Takedownsecure effectiveness of the applicable Registration Statement; provided provided, further, that any other Demanding Holder(s) a Sponsor Party or a Company Holder may elect to have the Company continue an a Shelf Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold Amount would still be satisfied by the Registrable Securities proposed to be sold in the Shelf Underwritten Shelf Takedown Offering by the Demanding Holder(s)such Sponsor Party, Company Holder or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an a Shelf Underwritten Shelf Takedown Offering shall not constitute a demand for an a Shelf Underwritten Shelf Takedown Offering by the withdrawing SUO Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.3, unless such SUO Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Shelf Underwritten Offering (or, if there is more than one SUO Demanding Holder, each SUO Demanding Holder reimburses the Total LimitCompany for a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each SUO Demanding Holder has requested be included in such Shelf Underwritten Offering); provided that, if any other an SUO Demanding Holder(s) Holder elects to continue an a Shelf Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Shelf Underwritten Shelf Takedown Offering shall instead count as an a Shelf Underwritten Shelf Takedown Offering demanded by the Demanding Holders such Sponsor Party or such Company Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.3. Following the receipt of any Withdrawal Noticewithdrawal notice, the Company shall promptly forward such Withdrawal Notice withdrawal notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown Underwritten Offering prior to its withdrawal under this Section 2.1.72.1.5, other than if an SUO Demanding Holder elects to pay such Registration Expenses pursuant to the immediately preceding sentence.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus Prospectus or prospectus Prospectus supplement used for marketing such Underwritten the Shelf TakedownUnderwriting, a the majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten the Shelf Takedown Underwriting for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten the Shelf TakedownUnderwriting; provided that any other Demanding Holder(s) the Sponsor or Ambipar Parent may elect to have the Company continue an Underwritten a Shelf Takedown Underwriting if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Underwriting by the Demanding Holder(s)such Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a the demand for an Underwritten the Shelf Takedown Underwriting shall not constitute a demand for an Underwritten the Shelf Takedown Underwriting by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.3.1, unless the Yearly Limit and Demanding Holder reimburses the Total LimitCompany for all Registration Expenses with respect to the Shelf Underwriting (or, if there are any other Holders participating in the Shelf Underwriting, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that the Demanding Holder has requested be included in the Shelf Underwriting); provided that, if any other Demanding Holder(s) the Sponsor or Ambipar Parent elects to continue an Underwritten a Shelf Takedown Underwriting pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Underwriting shall instead count as an Underwritten a Shelf Takedown Underwriting demanded by the Demanding Holders Sponsor or Ambipar Parent, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.3.1. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Underwriting. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a the Shelf Takedown Underwriting prior to its withdrawal under this Section 2.1.72.3.3.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or the Boxed Holders, as applicable, may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Takedown. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Demanding Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) elects the Sponsor or the Boxed Holders, as applicable, elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Boxed Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided provided, however, that any other Demanding Holder(s) the Sponsor or a PlayStudios Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the PlayStudios Holders or any of their respective Permitted Transferees, if applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.3, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided provided, however, that, if any other Demanding Holder(s) the Sponsor or a PlayStudios Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, or such PlayStudios Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders Investors initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company Holdco and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Company Investor may elect to have the Company Holdco continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Company Investors or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder Investor for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Investor reimburses Holdco for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Investor, a pro rata portion of such Registration Expenses based on the Yearly Limit and the Total Limitrespective number of Registrable Securities that each Demanding Investor has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or a Company Investor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Company Investor, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company Holdco shall promptly forward such Withdrawal Notice to any other Requesting HoldersInvestors that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company Holdco shall be responsible for the Registration Expenses incurred in connection with a an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Investor elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor Holdco or a Tempo Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor Holdco, the Tempo Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor Holdco or a Tempo Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor Holdco or such Tempo Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request its intention to withdraw from such Underwritten Shelf Takedown, and such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof; provided that any other Demanding Holder(s) the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total LimitTakedown. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.6. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor or the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Target Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or the Holders, as applicable, may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand Demand for an Underwritten Shelf Takedown shall not constitute a demand Demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects the Sponsor or the Holders, as applicable, elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the any Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the a Sponsor Holder or a Near Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor Holders, the Near Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) a Sponsor Holder or a Near Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Sponsor Holder or such Near Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders Investors initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Core Investor or a Sponsor Investor may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)such Investors or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersInvestors that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown, and such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof; provided that any other Demanding Holder(s) the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawnSponsor or any of its respective Permitted Transferees, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitapplicable. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) a Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Holder for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company New PubCo and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor Majority Holders or the Nuvini Majority Holders may elect to have the Company New PubCo continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor Majority Holders, the Nuvini Majority Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses New PubCo for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Yearly Limit and the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects the Sponsor Majority Holders or the Nuvini Majority Holders elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor Majority Holders, the Nuvini Majority Holders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company New PubCo shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company New PubCo shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing pricing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such an Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an such Underwritten Shelf Takedown may elect shall have the right to withdraw from a Registration pursuant to such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.3, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Holders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.5.

Withdrawal. Prior Other than with respect to a Registration effected pursuant to this Section 2.4, prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)remaining Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a Legacy Rubicon Equityholder or the Sponsor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Legacy Rubicon Equityholders or the Sponsor, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing execution of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such underwriting agreement with respect to an Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an such Underwritten Shelf Takedown may elect shall have the right to irrevocably withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the managing Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown, and such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof; provided that any other Demanding Holder(s) the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawnRequesting Holders or any of their respective Permitted Transferees, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitapplicable. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand Demand for an Underwritten Shelf Takedown shall not constitute a demand Demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects the Holders elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing pricing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such an Underwritten Shelf TakedownTakedown or Underwritten Demand Offering, a majority-in-interest of the Demanding Holders initiating an such Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Legacy Aeva Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Legacy Aeva Equityholders and the Sponsor Equityholders. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder Offering for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Offering; provided that, if any other Demanding Holder(s) a Legacy Aeva Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders Legacy Aeva Equityholders or the Sponsor Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Otonomo Equityholder or SPAC Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Otonomo Equityholders or the SPAC Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit2.1.4; provided that, if any other Demanding Holder(s) an Otonomo Equityholder or a SPAC Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Otonomo Equityholders or the SPAC Holders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Xos Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Xos Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or a Xos Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Xos Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) another Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)satisfied. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.5, unless such Demanding Holder reimburses the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects Company for all Registration Expenses with respect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total LimitTakedown). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that have elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7, other than if a Demanding Holder elects to pay such Registration Expenses or another Holder elects to continue an Underwritten Shelf Takedown pursuant to the second sentence of this Section 2.1.7.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a A majority-in-interest of the Demanding Holders initiating an Underwritten a Shelf Takedown may elect shall have the right to withdraw from such Underwritten a Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company PubCo and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that the Sponsor or any other Demanding Holder(s) Pre-Closing Requesting Stockholder may elect to have the Company PubCo continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)satisfied. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall subsection 3.1.3, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and the Total LimitHolder reimburses PubCo for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided thatprovided, that if any other Demanding Holder(s) a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Holder for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsubsection 3.1.3. Following the receipt of any Withdrawal Notice, the Company PubCo shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Investor Rights Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7subsection 3.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this subsection 3.1.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the any Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, an Investor Holder or a Greenfire Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Investor Holders, the Greenfire Holders or any of their respective Permitted Transferees, as applicable. If withdrawnwithdrawn by a Demanding Holder, the Sponsor, an Investor Holder or a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Greenfire Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects may elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, sentence and such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Investor Holder or such Greenfire Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown and shall not include the Registrable Securities of such withdrawing Demanding Holder in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other the [remaining Demanding Holder(s) Holders] may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)such Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other the [remaining Demanding Holder(s) elects Holders] elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the such remaining Demanding Holders Holders, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Target Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-majority in interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor Holdco or a Spectaire Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor Holdco, the Spectaire Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor Holdco or a Spectaire Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor Holdco or such Spectaire Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a withdrawing Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless the Yearly Limit and Holder reimburses the Total Limit; provided that, if any other Demanding Holder(s) elects Company for all Registration Expenses with respect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total LimitTakedown. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the any Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, an Investor Stockholder or a ProKidney Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Investor Stockholders, the ProKidney Holders or any of their respective Permitted Transferees, as applicable. If withdrawnwithdrawn by a Demanding Holder, the Sponsor, an Investor Stockholder or a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding ProKidney Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects may elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, sentence and such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Investor Stockholder or such ProKidney Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown and shall not include the Registrable Securities of such withdrawing Demanding Holder in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a VO Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the VO Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or a VO Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such VO Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus Prospectus or prospectus Prospectus supplement used for marketing such Underwritten the Shelf TakedownUnderwriting, a the majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten the Shelf Takedown Underwriting for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten the Shelf TakedownUnderwriting; provided that any other Demanding Holder(s) the Sponsor or one or more Existing Company Holders may elect to have the Company continue an Underwritten a Shelf Takedown Underwriting if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Underwriting by the Demanding Holder(s)such Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a the demand for an Underwritten the Shelf Takedown Underwriting shall not constitute a demand for an Underwritten the Shelf Takedown Underwriting by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.3.1, unless the Yearly Limit and Demanding Holder reimburses the Total LimitCompany for all Registration Expenses with respect to the Shelf Underwriting (or, if there are any other Shareholders participating in the Shelf Underwriting, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that the Demanding Holder has requested be included in the Shelf Underwriting); provided that, if any other Demanding Holder(s) the Sponsor or one or more Existing Company Holders elects to continue an Underwritten a Shelf Takedown Underwriting pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Underwriting shall instead count as an Underwritten a Shelf Takedown Underwriting demanded by the Demanding Holders Sponsor or such Existing Company Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.3.1. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Underwriting. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a the Shelf Takedown Underwriting prior to its withdrawal under this Section 2.1.72.3.3.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Topco or the Sponsor may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by Topco or the Demanding Holder(s)Sponsor, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of subsection 2.1.3, unless either (a) such withdrawal occurs during a period the Company has deferred taking action pursuant to Section 2.1.5 3.4 hereof and shall not count toward or (b) the Yearly Limit and withdrawing Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) Topco or the Sponsor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by Topco or the Demanding Holders Sponsor, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsubsection 2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7subsection 2.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this subsection 2.1.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, a Sponsor Member, an Investor Stockholder or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Sponsor Members, the Investor Stockholders, the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor, a Sponsor Member, an Investor Stockholder or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Sponsor Member, such Investor Stockholder or such Target Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Talkspace Holder, as applicable, may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Talkspace Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or Talkspace Holder, as applicable, elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Talkspace Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, a Zanite Insider or EAH may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Zanite Insiders, EAH or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor, a Zanite Insider or EAH elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Zanite Insider or EAH, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the DMY Holders or the Planet Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)DMY Holders and the Planet Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects the DMY Holders or the Planet Holders elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders DMY Holders, the Planet Holders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.4, unless such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor or such Target Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus Prospectus or prospectus Prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the any Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Requesting Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1(d), unless (x) such Demanding Holder reimburses the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects Company for all Registration Expenses with respect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown demanded Takedown) or (y) such withdrawal is the result of a Suspension Notice as contemplated by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit3.4(d). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1(f), other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1(f).

Withdrawal. Prior to the filing pricing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such an Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an such Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from a Registration pursuant to such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering; provided that any other Demanding Holder(s) Holder previously participating in such Underwritten Offering may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Holders. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.3, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if any other Demanding Holder(s) a Holder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders such Holder for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown an Underwritten Offering prior to its withdrawal under this Section 2.1.72.1.5, other than if a Demanding Holder withdraws pursuant to this Section 2.1.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) one or more remaining participating Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)such participating Holders, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects one or more participating Holders elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding such participating Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company HoldCo and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) a Target Holder may elect to have the Company HoldCo continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Target Holder or any of their respective Permitted Transferees. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses HoldCo for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Yearly Limit and the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Target Holder for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company HoldCo shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company HoldCo shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a A majority-in-interest of the Demanding Holders initiating an Underwritten a Shelf Takedown may elect shall have the right to withdraw from such Underwritten a Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company PubCo and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided provided, that the Sponsor, Searchlight or any other Demanding Holder(s) Pre-Closing Holder Requesting Stockholder may elect to have the Company PubCo continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)satisfied. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall subsection 3.1.3, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and the Total LimitDemanding Holder reimburses PubCo for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided thatprovided, that if any other Demanding Holder(s) a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders such Holder for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsubsection 3.1.3. Following the receipt of any Withdrawal Notice, the Company PubCo shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Investor Rights Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7subsection 3.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this subsection 3.1.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Legacy SmartRent Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)such Holder. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1(d), unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) the Yearly Limit and Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder(s) a Legacy SmartRent Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Legacy SmartRent Equityholders or the Sponsor Equityholders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1(d). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1(f), other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1(f).

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such an Underwritten Shelf TakedownOffering, a majority-in-interest of the Demanding Holders (or Shelf Demanding Holders, as applicable) initiating an such Underwritten Shelf Takedown may elect Offering shall have the right to withdraw from such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering; provided that any other the remaining Demanding Holder(sHolders (or Shelf Demanding Holders, as applicable) may elect to have the Company continue an such Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold Amount would still be satisfied by the Registrable Securities proposed to be sold in the such Underwritten Shelf Takedown Offering by the remaining Demanding Holder(sHolders (or Shelf Demanding Holders, as applicable). If withdrawn, a demand for an Underwritten Offering shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section 2.2.1, unless either (i) such Demanding Holder (or Shelf Takedown shall Demanding Holder, as applicable) has not constitute a demand for an previously withdrawn any Underwritten Shelf Takedown by the withdrawing or (ii) such Demanding Holder (or Shelf Demanding Holder, as applicable) reimburses the Company for purposes all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder or Shelf Demanding Holder, as applicable, a pro rata portion of Section 2.1.5 hereof and shall not count toward such Registration Expenses based on the Yearly Limit and the Total Limitrespective number of Registrable Securities that each Demanding Holder or Shelf Demanding Holder, as applicable, has requested be included in such Underwritten Offering); provided that, if any other one or more Demanding Holder(sHolders (or Shelf Demanding Holders, as applicable) elects elect to continue an such Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown a Registration demanded by the such remaining Demanding Holders (or Shelf Demanding Holders, as applicable), as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.2.1. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown an Underwritten Offering prior to its withdrawal under this Section 2.1.72.2.5, other than if a Demanding Holder (or Shelf Demanding Holder, as applicable) elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.2.5.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf TakedownOffering, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect Offering pursuant to subsection 2.1.5 of this Agreement shall have the right to withdraw from such Underwritten Shelf Takedown Offering for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf TakedownOffering; provided that any other Demanding Holder(s) the Sponsor, Bluescape Holdings or a Holder may elect to have the Company continue an Underwritten Shelf Takedown Offering if the Minimum Takedown Underwritten Offering Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown Offering by the Demanding Holder(s)Sponsor, Bluescape Holdings or the Holders, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall not constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall subsection 2.1.6, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Offer (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if any other Demanding Holder(s) the Sponsor, Bluescape Holdings or a Holder elects to continue an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by the Demanding Holders Sponsor, Bluescape Holdings or such Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limitsubsection 2.1.6. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown an Underwritten Demand prior to its withdrawal under this Section subsection 2.1.7, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this subsection 2.1.7.

Withdrawal. Prior A majority in interest of the SUO Demanding Holders or SUO Requesting Holders initiating a Shelf Underwritten Offering shall have the right to withdraw its Registrable Securities included in a Shelf Underwritten Offering pursuant to subsection 2.1.3 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to so withdraw at any time up to one business (1) day prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Shelf Underwritten Offering; provided, however, that upon withdrawal of an amount of Registrable Securities included by the Holders in such Shelf TakedownUnderwritten Offering, a majority-in-interest in their capacity as SUO Demanding Holders, resulting in the total offering price of such Shelf Underwritten Offering being less than the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the Demanding Holders initiating an Underwritten Shelf Takedown may elect to withdraw from such Underwritten Shelf Takedown for any applicable Registration Statement; provided, further, that a Sponsor Party or no reason whatsoever by giving written notice (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) Holder may elect to have the Company continue an a Shelf Underwritten Shelf Takedown Offering if the Minimum Takedown Threshold Amount would still be satisfied by the Registrable Securities proposed to be sold in the Shelf Underwritten Shelf Takedown Offering by the Demanding Holder(s)such Sponsor Party, Company Holder or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an a Shelf Underwritten Shelf Takedown Offering shall not constitute a demand for an a Shelf Underwritten Shelf Takedown Offering by the withdrawing SUO Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward 2.1.3, unless such SUO Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Shelf Underwritten Offering (or, if there is more than one SUO Demanding Holder, each SUO Demanding Holder reimburses the Total LimitCompany for a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each SUO Demanding Holder has requested be included in such Shelf Underwritten Offering); provided that, if any other an SUO Demanding Holder(s) Holder elects to continue an a Shelf Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Shelf Underwritten Shelf Takedown Offering shall instead count as an a Shelf Underwritten Shelf Takedown Offering demanded by the Demanding Holders such Sponsor Party or such Company Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.3. Following the receipt of any Withdrawal Noticewithdrawal notice, the Company shall promptly forward such Withdrawal Notice withdrawal notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown Underwritten Offering prior to its withdrawal under this Section 2.1.72.1.5, other than if an SUO Demanding Holder elects to pay such Registration Expenses pursuant to the immediately preceding sentence.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxherrxxx” prospectus xxospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-in- interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company Parent and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (a) such Demanding Holder has not count toward the Yearly Limit and the Total Limit; provided that, if previously withdrawn any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant or (b) such Demanding Holder reimburses Parent for all Registration Expenses with respect to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total LimitTakedown). Following the receipt of any Withdrawal Notice, the Company Parent shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company Parent shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (b) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “"red hxxxxxx” " prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “"Withdrawal Notice”") to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor or a Point Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor the Point Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor, a Director Holder or a Point Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Director Holder or such Point Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior A Demand Registration shall not be deemed to have ---------- been effected until the filing applicable Registration Statement shall have been effective under the Securities Act (and not subject to any stop order, injunction or other order or requirement of the applicable “red hxxxxxx” prospectus Commission or prospectus supplement used other governmental agency or court for marketing such Underwritten Shelf Takedownany reason) for the period specified in Section 2(f). Each Selling Stockholder may, a majority-in-interest no less than five (5) Business Days before any Registration Statement becomes effective, withdraw its Registrable Shares from inclusion therein, should the terms of the Demanding Holders initiating an Underwritten Shelf Takedown proposed distribution not be satisfactory to such Selling Stockholder. If the Original Initiating Holder elects to withdraw such Registration Statement, such Registration Statement shall be withdrawn (if necessary) and such registration shall not be deemed to have been a Demand Registration for purposes of the limitations on the number of Demand Registrations hereunder contained in this Section 2; provided, that the -------- Original Initiating Holder agrees to bear the Registration Expenses incurred by @Home in connection with such Demand Registration (unless at the time of such withdrawal, the Original Initiating Holder has learned of a material adverse change in the operating results, financial condition or business of @Home or @Home has suspended its obligations under Section 4(b) as a result of a Disadvantageous Condition, of which the Original Initiating Holder was not aware as of the time of the Demand Notice and has withdrawn such request promptly following the disclosure by @Home of such material adverse change or Disadvantageous Condition, in which case, the Original Initiating Holder shall not be obligated to pay such Registration Expenses in order to avoid being deemed to have used a Demand Registration). If (i) the Registration Statement does not remain effective under the Securities Act for the period specified in the first sentence of this paragraph (e) due to a stop order, injunction or other order of the Commission or other governmental agency, (ii) the Original Initiating Holder has not sold at least 75% of the Registrable Shares registered under such Registration Statement and (iii) such Registration Statement continues not to be effective for such reasons for a period exceeding ten days, then the Original Initiating Holder may elect to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever Registration Statement by giving prompt written notice (a “Withdrawal Notice”) to the Company Company; and the Underwriter or Underwriters (if any) of their request to withdraw from in such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) may elect an event, such registration shall not be deemed to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, been a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder Demand Registration for purposes of the limitations on the number of Demand Registrations hereunder contained in Section 2.1.5 hereof 2.1(a), and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting Holders. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for bear the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.7such registration.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, an Investor Stockholder or an Opendoor Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Investor Stockholders, the Opendoor Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor, an Investor Stockholder or an Opendoor Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, such Investor Stockholder or such Opendoor Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor, the Investor Stockholder or a Hippo Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor, the Investor Stockholder, the Hippo Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) the Sponsor, the Investor Stockholder or a Hippo Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders Sponsor, the Investor Stockholder or such Hippo Holder, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown, and such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1(d) hereof; provided that any other Demanding Holder(s) the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total LimitRequesting Holders. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.72.1(f).

Withdrawal. Prior Without prejudice to the rights described in Section 2.1.4(a), prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest Beneficial Holder that is part of a group consisting of the Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) remaining Beneficial Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)remaining Beneficial Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) the Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) the Yearly Limit and Demanding Holder reimburses the Total LimitCompany for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if the Demanding Holder consists of a group of Beneficial Holders, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Beneficial Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) a Beneficial Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Beneficial Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersBeneficial Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the any Demanding Holders Holder initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that Sponsor and any other Demanding Holder(s) H.I.G. Investor may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor or any H.I.G. Investor or any of their respective Affiliates, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.01(c), unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if Sponsor or any other Demanding Holder(s) H.I.G. Investor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders one of Sponsor or any H.I.G. Investor, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.01(c). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.01(e), other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.01(e).

Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever by giving upon written notice notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) the Sponsor Majority Holders, the Director Holders or the Quanergy Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s)Sponsor Majority Holders, the Director Holders, the Quanergy Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall 2.1.4, unless either (i) such Demanding Holder has not count toward previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Yearly Limit and Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the Total Limitrespective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects the Sponsor Majority Holders, the Director Holders or the Quanergy Holders elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Sponsor Majority Holders, the Director Holders or the Quanergy Holders, as applicable, for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting HoldersHolders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.72.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.