Common use of Block Trades Clause in Contracts

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if the Sponsor or an Existing Investor (in such case, a “Block Trade Demanding Holder Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offer offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and, subject to Section 3.1.8 or the day waiver thereof by such offering is to commence and Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf Registration is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.3, such Demanding Holder only needs need to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Form S-1 Shelf or Form S-3 Shelf, as applicable, is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (A) with a total offering price reasonably expected to exceed, exceed $50 million in the aggregate, either (x) $10 million aggregate or (yB) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs Holder(s) shall provide written notice to notify the Company of the Block Trade at least five (5) business days prior to the day proposed date such offering is to commence and Block Trade will commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters the Underwriter(s) prior to making such request (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.5.2 Trade and any related due diligence and comfort procedures. Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority in interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its such Demanding Holders’ withdrawal under this subsection 2.5.2. 2.5.3 Section 2.4. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 . The Demanding Holder in Holder(s) initiating a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), which Underwriter(s) shall be reasonably satisfactory to the Company. A Holder in the aggregate may demand no more than one Block Trade pursuant to this Section 2.4 within any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to Section 2.1 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 25 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.9.1 Notwithstanding any other provision of this Article II, the foregoing (but subject to Section 3.4), at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million US$5,000,000 or (y) where the Demanding Holder is a Significant Holder or the Sponsor (acting on behalf of the Sponsor Parties), all remaining Registrable Securities held by the such Demanding Holder, then such Demanding Holder only needs to shall notify the Company PubCo and any Significant Holders and Sponsor of the Block Trade at least five (5) business days Business Days prior to the day such offering is to commence and the Company PubCo shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company PubCo and any Underwriters prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.5.2 2.9.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus Prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a withdraw upon written notification to the Company PubCo and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade). Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.9.2. 2.5.3 Notwithstanding anything 2.9.3 Only Significant Holders or Sponsor (acting on behalf of the Sponsor Parties) may exercise Piggyback Registration rights in connection with a Block Trade; with respect to the contrary in this Agreementother Holders, Section 2.2 2.8 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. Notwithstanding the time periods provided for in Section 2.8, in a Significant Holder’s or Sponsor’s (acting on behalf of the Sponsor Parties) exercise of Piggyback Registration rights in connection with a Block Trade, PubCo and the Demanding Holder shall not be obligated to include such Significant Holder’s or Sponsor’s (acting on behalf of the Sponsor Parties) Registrable Securities in such Block Trade unless requested to do so in writing within the Business Day immediately following the date on which notice of the Block Trade is given pursuant to subsection 2.9.1. 2.5.4 2.9.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.9.5 Holders in the aggregate may demand no more than one (1) Block Trade pursuant to this Section 2.9 in any three (3) month period, and no more than three (3) Block Trades pursuant to this Section 2.9 within the first twelve (12) months following the Acquisition Closing. For the avoidance of doubt, any Block Trade pursuant to this Section 2.9 shall not be counted as an Underwritten Takedown for purposes of subsection 2.4.3.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder Stockholder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a $50 million total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by then notwithstanding the Demanding Holdertime periods provided for in Section 2.1.4, then such Demanding Holder Stockholder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided provided, however, that the Demanding Holders Stockholders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Stockholders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder Stockholder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in Stockholder initiating a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable reputable, nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder only needs need to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision the foregoing, following the expiration of this Article II, but subject to Section 3.4the Lock-Up Period, at any time and from time to time time, when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 75 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradeTrade provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article ARTICLE II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf Registration Statement is on file with the Commission, if a Demanding Holder or Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding HolderHolder or Holders, then such Demanding Holder only needs Holder(s) shall provide written notice to notify the Company of the Block Trade at least five (5) business days prior to the day date such offering is to commence and Block Trade will commence. As promptly as reasonably practicable, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder(s) shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block TradeTrade and any related due diligence and comfort procedures. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder a majority-in-interest of the Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a one or more Demanding Holder Holders pursuant to Section 2.4 of this Agreement. 2.5.4 The 2.4.4 A majority-in-interest of the Demanding Holder Holders in a Block Trade shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes Holders wish to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding HolderHolders, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder Holders need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder Holders pursuant to this Agreement. 2.5.4 The 2.4.4 A majority-in-interest of the Demanding Holder Holders in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if one or more Demanding Holders desire to effect a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 15,000,000 or (y) all remaining Registrable Securities held by the such Demanding HolderHolder(s), but in no event less than $10,000,000, then such Demanding Holder only needs Holder(s) shall provide written notice to notify the Company of the Block Trade at least five (5) business days prior to the day date such offering is to commence and Block Trade will commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block TradeTrade and any related due diligence and comfort procedures. 2.5.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder Holder(s) in a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.5.5 A Holder in the aggregate may demand no more than four (4) Block Trades pursuant to this Section 2.5 in any twelve (12) month period.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if the Sponsor, an Angel Studios Holder or an Investor Stockholder (any such Person being in such case, a “Block Trade Demanding Holder Holder”) wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offer offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Block Trade Demanding Holder, then such Block Trade Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and, subject to Section 3.1.8 or the day waiver thereof by such offering is to commence and Block Trade Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the such Block Trade Demanding Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇herring” prospectus or prospectus supplement used in connection with a Block Trade, any Trade or the issuance of a press release by the applicable Block Trade Demanding Holder or by the Company with respect thereto, the Block Trade Demanding Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Block Trade Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Block Trade Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes If EQT desires to engage in an underwritten registered offering not involving block trade or bought deal pursuant to a shelf registration statement (either through filing an automatic shelf registration statement or through a take-down from an already existing shelf registration statement) (each, an “roadshow,” an offer commonly known as a “block trade” (a “Underwritten Block Trade”), with a total offering price reasonably expected to exceedthen, notwithstanding the time periods set forth in the aggregateSection 2.1(c), either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to EQT shall notify the Company of the Underwritten Block Trade not less than three (3) Business Days prior to the day such offering is first anticipated to commence. The Company will use its commercially reasonable efforts to promptly notify the other Holders of such Underwritten Block Trade at least five the address provided in writing to the Company prior to such trade and such notified Holders (5each, a “Potential Participant”) business days may elect whether or not to participate no later than the next Business Day (i.e. two (2) Business Days prior to the day such offering is to commence commence) (unless a longer period is agreed to by EQT), and the Company shall will as expeditiously as possible use its commercially reasonable efforts to facilitate such Underwritten Block Trade; provided that Trade (which may close as early as two (2) Business Days after the Demanding date it commences). The Holders representing a majority of the Registrable Securities wishing to engage in the Underwritten Block Trade shall shall, to the extent practicable, use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request underwriters in order to facilitate preparation of the any registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. 2.5.2 Prior . Any Potential Participant’s request to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used participate in connection with a Block Trade, any Demanding Holder initiating such an Underwritten Block Trade shall have be binding on the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradePotential Participant. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a any Underwritten Block Trade initiated by a Demanding Holder pursuant to this Agreementrequested hereunder must be for an aggregate expected proceeds of at least $10 million. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 (a) Notwithstanding any other provision of this Article IISection 2.5, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (xi) $10 million 20,000,000 or (yii) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company Parent of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company Parent shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company Parent and any Underwriters prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.5.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus Prospectus or prospectus Prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification withdrawal notice to the Company Parent and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 (d) The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision provisions of this Article IIAgreement, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes desires to engage in an underwritten registered offering not involving effect a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by the such Demanding Holder, then notwithstanding the time periods provided for in Section 2.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least five three (53) business days prior to the day such offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities Holder wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the such Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder initiating that initiated such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2 in the first instance of any such withdrawal; provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to any subsequent withdrawal under this Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters Underwriters, placement agents or sales agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 2.4.5 A Holder in the aggregate may demand no more than two Block Trades pursuant to this Section 2.4 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject After the Company is eligible to Section 3.4, at any time and from time to time when an effective file a registration statement on Form S-3 is on file with the CommissionS-3, if a Demanding Holder Securityholder wishes to engage in an underwritten or other coordinated registered or unregistered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to Securityholder (in such capacity, a “Block Trade Requesting Holder”) may notify the Company of the Block Trade at least five (5) business days not less than two Business Days prior to the day such offering is first anticipated to commence and the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided provided, that the Demanding Block Trade Requesting Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement (as applicable and if required) and other offering documentation related to the Block Trade. 2.5.2 ; provided, further, that if, in connection with a Block Trade, the Company is not required to take any actions to facilitate such Block Trade (other than customary coordination with the Company’s transfer agent but not procuring the delivery of an opinion by the Company’s counsel), then a Block Trade Requesting Holder shall not be required to notify the Company prior to such Block Trade. Prior to the filing of the an applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding the Block Trade Requesting Holder initiating such Block Trade shall have the right to submit a written notification elect to withdraw therefrom by notice to the Company and the Underwriter or Underwriters (if anymanaging underwriter(s) of their intention to withdraw from such thereof. The Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to Trade Requesting Holder(s) initiating a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade Section 2.7 shall have the right to select the Underwriters underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks)Trade.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article ARTICLE II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade or Other Coordinated Offering; provided provided, however, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradeTrade or Other Coordinated Offering. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block TradeTrade or Other Coordinated Offering, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradeTrade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters for such Block Trade or Other Coordinated Offering (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 a Shelf Registration Statement is on file with the CommissionSEC and is effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected by such Holder to exceedbe at least, in the aggregate, either (x) $10 million 50,000,000 or (y) all remaining Registrable Securities Units held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.01(b), such Demanding Holder need only needs to notify the Company Parent of the Block Trade at least five (5) business days two Business Days prior to the day such offering is to commence and the Company Parent shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities Units wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company Parent and any Underwriters underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have be counted against the right aggregate number of Shelf Underwritten Offerings or Block Trades available to select the Underwriters for Holders under this Agreement only if such Block Trade is launched and results in the sale of Registrable Units. Unsuccessful wall-crosses, aborted launches or offerings that are withdrawn prior to pricing or closing (which including any withdrawal at the request of the managing underwriter(s) or the Parent) shall consist of one or more reputable nationally recognized investment banks)not be deemed launches and shall not be counted so long as the Holder requesting a Block Trade agrees to pay the Parent’s Registration Expenses related to such attempted Block Trade.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 75 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offer offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 5.0 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and, subject to Section 3.1.8 or the day waiver thereof by such offering is to commence and Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the such Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder may make no more than two Block Trade demands in respect of Block Trades pursuant to this Section 2.4 within any six-month period or four Block Trade demands in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.5.1 (a) Notwithstanding the foregoing, following the expiration of any other provision of this Article II, but subject lock-up period that may be applicable to Section 3.4a Holder, at any time time, and from time to time after when an effective Form S-3 Resale Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving consummate a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 40 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods and piggyback rights otherwise provided herein, such Demanding Holder only needs shall, if it would like the assistance of Domesticated SPAC, give Domesticated SPAC sufficient advance notice in order to notify prepare the Company appropriate documentation for such transaction. Such Demanding Holder, if requesting a Registered underwritten Block Trade, (1) shall give Domesticated SPAC written notice of the Block Trade transaction and the anticipated launch date of the transaction at least five seven (57) business days Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority anticipated launch date of the Registrable Securities wishing transaction, (2) Domesticated SPAC shall not be required to engage notify other Holders, and (3) Domesticated SPAC shall only be required to include in the Block Trade shall use commercially reasonable efforts to work with only shares held by the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradeDemanding Holders. 2.5.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if anyb) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable reputable, nationally recognized investment banks). (c) Notwithstanding anything to the contrary in this Agreement, Section 2.3 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), ) (x) with a total offering price reasonably expected to exceed, exceed $100 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) Business Days prior to the day such offering is to commence, and the Company shall use its reasonable best efforts to facilitate such Block Trade, including by providing notice of such Proposed Block Trade to the non-demanding Holders (the “Block Piggyback Holders”) at least two (2) business days prior to the day such offering is to commence commence, and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate include in such Block TradeTrade such number of Registrable Securities as such Block Piggyback Holders may request in writing at least one (1) business day prior to the day such offering is to commence; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and Company, the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, and the provisions of Section 2.1.7 hereof shall apply. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 Notwithstanding anything to the contrary in this Agreement, a Demanding Holder in the aggregate may demand up to four (4) Block Trades pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall be counted as a demand for an Underwritten Shelf Takedown pursuant to Sections 2.1.4 or 2.1.5 hereof.

Block Trades. 2.5.1 (a) Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.5.2 (b) Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus Prospectus or prospectus Prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 (d) The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision provisions of this Article IIAgreement, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes desires to engage in an underwritten registered offering not involving effect a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by the such Demanding Holder, then notwithstanding the time periods provided for in Section ‎2.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least five three (53) business days prior to the day such offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities Holder wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the such Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder initiating that initiated such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section ‎2.4.2 in the first instance of any such withdrawal; provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to any subsequent withdrawal under this Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 ‎2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters Underwriters, placement agents or sales agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 2.4.5 A Holder in the aggregate may demand no more than two Block Trades pursuant to this Section 2.4 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 Notwithstanding any other provision of this Article IISection 2, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes desires to engage in an underwritten registered offering not involving effect a “roadshow,” an offer commonly known as a “block trade” Block Trade (a “Block Trade”), x) with a total offering price reasonably expected to exceed, exceed $50 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder; provided that the total offering price is reasonably expected to exceed $25 million in the aggregate, then such Demanding Holder only needs shall provide written notice to notify the Company of the Block Trade at least five (5) business days Business Days prior to the day date such offering is to commence and the Block Trade will commence. The Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding . The Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any the Underwriters prior (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.5.2 Prior to Trade and any related due diligence and comfort procedures. In the filing event of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any and after consultation with the Company, the Demanding Holder initiating such Block Trade shall have the right to submit a written notification to the Company Holders and the Underwriter or Underwriters Requesting Holders (if any) shall determine the Maximum Number of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this AgreementSecurities, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 underwriter or underwriters and share price of such offering. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. In any twelve (12) month period, the Company shall not be obligated to effect more than (x) one (1) Block Trade demanded by the BowX Investors, (y) three (3) Block Trade demanded by the Windmill Investors and (z) one (1) Block Trade demanded by each of the Anchor Investors; provided however, that the BowX Investors, Windmill Investors and the Anchor Investors shall be entitled to make no less than six (6) Block Trade demands in the aggregate in any such twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.5.1 shall not be counted as a demand for an Underwritten Demand or an Underwritten Offering pursuant to Section 2.1.3 hereof. 2.5.4 2.5.2 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offer offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 25.0 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and, subject to Section 3.1.8 or the day waiver thereof by such offering is to commence and Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the such Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Trade or the issuance of a press release by the applicable Demanding Holder or by the Company with respect thereto, the Demanding Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades per year pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 25 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.6.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if one or more Demanding Holders desire to effect a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder100,000,000, then such Demanding Holder only needs Holder(s) shall provide written notice to notify the Company of the Block Trade at least five (5) business days prior to the day date such offering is to commence and Block Trade will commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the . The applicable Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block TradeTrade and any related due diligence and comfort procedures. 2.5.2 2.6.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus, prospectus supplement or press release used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.6.2. 2.5.3 2.6.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.6.4 The Demanding Holder Holder(s) in a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.6.5 A Demanding Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.6 in any twelve (12) month period.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $1 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding HolderHolder (the “Minimum Block Threshold”), then then, notwithstanding any other provisions hereof, such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Demanding Holder may demand no more than one (1) Block Trade pursuant to this Section 2.3 in any six (6) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 Notwithstanding any other provision If the Designated Holder proposes to sell Registrable Securities by means of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the CommissionUnderwritten Block Trade (either by means of a Shelf Offering or, if a Demanding Holder wishes to engage the Company is eligible, by filing an Automatic Shelf Registration Statement (as such term is defined in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”Rule 405 under the Securities Act)), with a total offering price reasonably expected to exceedthen notwithstanding the time periods set forth elsewhere in this Section 1, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Designated Holder only needs to may notify the Company of the Underwritten Block Trade at least five not less than two (52) business days Business Days prior to the day such offering is first anticipated to commence. The Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence commence) (unless a longer period is agreed to by the Designated Holder), and the Company shall will as expeditiously as possible use its commercially reasonable best efforts to facilitate such Underwritten Block Trade; provided that further that, notwithstanding anything herein to the Demanding Holders representing a majority contrary, no Holder other than the Designated Holder will be permitted to participate in an Underwritten Block Trade without the consent of the Registrable Securities wishing Designated Holder. Any Potential Participant’s request to engage participate in the an Underwritten Block Trade shall use commercially reasonable efforts to work with be binding on the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradePotential Participant. 2.5.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 (a) Notwithstanding any other provision of this Article IISection 2.6, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 20,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company Pubco of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company Pubco shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company Pubco and any Underwriters prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.5.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus Prospectus or prospectus Prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company Pubco and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 (d) The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder only needs need to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision provisions of this Article IIAgreement, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes desires to engage in an underwritten registered offering not involving effect a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by the such Demanding Holder, then notwithstanding the time periods provided for in Section ‎2.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least five three (53) business days prior to the day such offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities Holder wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the such Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder initiating that initiated such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section ‎2.4.2 in the first instance of any such withdrawal; provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a block trade prior to any subsequent withdrawal under this Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 ‎2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters Underwriters, placement agents or sales agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 2.4.5 A Holder in the aggregate may demand no more than two Block Trades pursuant to this Section 2.4 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.14 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf Registration is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 50,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.3, such Demanding Holder only needs need to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering Underwritten Offering not involving a “roadshowroad show,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 5 million or (y) all remaining Registrable Securities held by the Demanding such Holder, then notwithstanding the time periods provided for in Section 2.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least five three (53) business days prior to the day such offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities Holder wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the such Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder initiating that initiated such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks)) in connection with such Block Trade, provided that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision the foregoing, following the expiration of this Article II, but subject to Section 3.4the Lock-Up Period, at any time and from time to time time, when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 75 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradeTrade provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 The Sponsor and Sponsor Equityholders, on the one hand, and the GCL Global Equityholders, on the other hand, may each demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 5,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall shall, as expeditiously as possible possible, use its commercially reasonable best efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), subject to the approval of the Company. 2.3.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $10.0 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding HolderHolder (the “Minimum Block Threshold”), then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 Each Legacy Holder may demand no more than two (2) Block Trades pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally internationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision provisions of this Article IIAgreement, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes desires to engage in an underwritten registered offering not involving effect a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by the such Demanding Holder, then notwithstanding the time periods provided for in Section 2.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least five three (53) business days prior to the day such offering is to commence and the Company shall as expeditiously promptly as possible is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities Holder wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the such Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder initiating that initiated such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2 in the first instance of any such withdrawal; provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to any subsequent withdrawal under this Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters Underwriters, placement agents or sales agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 2.4.5 A Holder in the aggregate may demand no more than two Block Trades pursuant to this Section 2.4 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder or Demanding Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 10,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five two (52) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible is practical use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section Sections 2.1.4 and 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company Pubco of the Block Trade at least five (5) business days Business Days prior to the day such offering is to commence and the Company Pubco shall as expeditiously as possible use its is commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company Pubco and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company Pubco and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company Pubco shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 40 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five three (53) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.22.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1. Notwithstanding any other provision of this Article II2, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (xa) $10 15 million or (yb) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and, subject to Section 3.1.7 or the day waiver thereof by such offering is to commence and Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that the such Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. Notwithstanding anything herein to the contrary, a Block Trade shall not be counted as an Underwritten Shelf Takedown effected pursuant to Section 2.1.3. 2.5.2 2.4.2. Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4. The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5. A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 5 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇he▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.3 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 The Legacy Scilex Equityholder, on the one hand, and the Sponsor Equityholders, on the other hand, may each demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4Sections 2.4 and 3.6, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if one or more Demanding Holders desire to effect a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 25,000,000 or (y) all remaining Registrable Securities held by the such Demanding HolderHolder(s), but in no event less than $15,000,000, then such Demanding Holder only needs Holder(s) shall provide written notice to notify the Company of the Block Trade at least five (5) business days prior to the day date such offering is to commence and Block Trade will commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block TradeTrade and any related due diligence and comfort procedures. 2.5.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection Section 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder Holder(s) in a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.5.5 A Holder in the aggregate may demand no more than four (4) Block Trades pursuant to this Section 2.5 in any twelve (12) month period.

Block Trades. 2.5.1 (a) Notwithstanding anything contained in this Section 2, following the expiration of any other provision applicable lock-up period to such Holder, in the event of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes to engage sale of Registrable Securities in an underwritten registered offering transaction requiring the involvement of SPAC but not involving a any “roadshow,road show” an offer and that is commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in ): (i) the aggregate, either Holder shall (xA) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade give at least five Business Days prior notice in writing of such transaction to SPAC, (5B) business days prior identify the potential underwriter(s) in such notice with contact information for such underwriter(s) and (C) indicate the maximum number of Registrable Securities to be sold in such offering and the expected gross proceeds of such offering; and (ii) SPAC shall cooperate with such requesting Holder or Holders to the day extent that it is reasonably able to effect such offering is Block Trade. Any Block Trade shall be for at least $20 million in expected gross proceeds. For the avoidance of doubt, a Block Trade shall not constitute an Underwritten Takedown. The Holders of at least a majority of the Registrable Shares being sold in any Block Trade shall select the underwriter(s) to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate administer such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing such underwriter(s) shall be reasonably acceptable to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradeSPAC. 2.5.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding the Holder initiating such Block Trade shall have the right to submit a written notification notice of withdrawal to the Company and the Underwriter or Underwriters (if any) SPAC of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company SPAC shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its such Holder’s withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks2.5(b).

Block Trades. 2.5.1 Notwithstanding any other provision of this Article IIthe foregoing, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Form S-3 shelf registration statement is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) for all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.1, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.5.1 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.5.1. 2.5.3 2.5.2 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.5.3 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 (a) Notwithstanding any other provision anything contained in this SECTION 2, in the event of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes to engage sale of Registrable Shares in an underwritten registered offering transaction requiring the involvement of PubCo but not involving a any “roadshow,road show” an offer and which is commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in (1) the aggregate, either Takedown Holder shall (xi) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade give at least five (5) business days Business Days prior notice in writing (the “Block Trade Notice”) of such transaction to PubCo and (ii) identify the potential underwriter(s) in such notice with contact information for such underwriter(s); and (2) PubCo shall cooperate with such requesting Holder or Holders to the day extent it is reasonably able to effect such offering is Block Trade. Any Block Trade shall be for at least $25 million in expected gross proceeds. PubCo shall not be required to commence and effectuate more than two Block Trades in any 12-month period. For the Company avoidance of doubt, a Block Trade shall as expeditiously as possible use its commercially reasonable efforts not constitute an Underwritten Shelf Takedown. The Holders of at least a majority of the Registrable Shares being sold in any Block Trade shall select the underwriter(s) to facilitate administer such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing such underwriter(s) shall be reasonably acceptable to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradePubCo. 2.5.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding the Takedown Holder initiating such Block Trade shall have the right to submit a written notification notice of withdrawal to the Company and the Underwriter or Underwriters (if any) PubCo of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its such Takedown Holder’s withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks2.3(b).

Block Trades. 2.5.1 (i) Notwithstanding any other provision of this Article IISection 2, but subject to Section 3.4the other terms of this Agreement, at any time and from time to time when an effective Form S-3 Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes the Holders wish to engage in an underwritten registered offering Underwritten Offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 7.5 million or (y) all remaining Registrable Securities held by the Demanding HolderHolders, then such Demanding Holder Holders only needs need to notify the Company of the Block Trade at least five (5) business days Trading Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 (ii) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration registration Expenses (in accordance with Section 5) incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2subsection. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Demanding Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.4 in any twelve (12) month period.

Block Trades. 2.5.1 (a) Notwithstanding any other provision anything contained in this Section 2, following the expiration of this Article IIthe applicable lock-up period to such Holder, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with in the Commission, if event of a Demanding Holder wishes to engage sale of Registrable Securities in an underwritten registered offering transaction requiring the involvement of Holdings but not involving a any “roadshow,road show” an offer and which is commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in (1) the aggregate, either Holder shall (xi) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade give at least five Business Days prior notice in writing of such transaction to Holdings, (5ii) business days prior identify the potential underwriter(s) in such notice with contact information for such underwriter(s) and (iii) the maximum number of Registrable Securities to be sold in such offering and the expected gross proceeds of such offering; and (2) Holdings shall cooperate with such requesting Holder or Holders to the day extent it is reasonably able to effect such offering is Block Trade. Any Block Trade shall be for at least $20 million in expected gross proceeds. For the avoidance of doubt, a Block Trade shall not constitute an Underwritten Shelf Takedown. The Holders of at least a majority of the Registrable Shares being sold in any Block Trade shall select the underwriter(s) to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate administer such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing such underwriter(s) shall be reasonably acceptable to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradeHoldings. 2.5.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding the Holder initiating such Block Trade shall have the right to submit a written notification notice of withdrawal to the Company and the Underwriter or Underwriters (if any) Holdings of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company Holdings shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its such Holder’s withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks2.5(b).

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $[75] million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 The Eligible Holders may each demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 25 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.4 in any twelve (12)-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder Investor wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding HolderInvestor, then notwithstanding the time Table of Contents periods provided for in Section 2.1.4, such Demanding Holder Investor need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders Investors representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Investors initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder Investor pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in Investor initiating a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable reputable, nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf Registration is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 40,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.3, such Demanding Holder only needs need to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s consent, not to be unreasonably conditioned, delayed or withheld.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 The Legacy Scilex Equityholder, on the one hand, and the Sponsor Equityholders, on the other hand, may each demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time if the Holders desire to time when an effective Form S-3 is on file with the Commission, if effect a Demanding Holder wishes Block Trade by delivering a Shelf Takedown Notice pursuant to engage in an underwritten registered offering not involving subsection 2.1.3 or a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected Demand Registration pursuant to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holdersubsection 2.2.1, then such Demanding Holder only needs Holder(s) shall provide written notice to notify the Company of the Block Trade at least five (5) business days Business Days prior to the day proposed date such offering is to commence and the Block Trade will commence. The Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that the . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.5.2 Trade and any related due diligence and comfort procedures. Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a withdraw from such Block Trade, in good faith and en bloc, upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its such Demanding Holders’ withdrawal under this subsection 2.5.2. 2.5.3 Section 2.5. Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 . The Demanding Holder in Holder(s) initiating a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), which Underwriter(s) shall be reasonably satisfactory to the Company. No Holder may effect more than [●] Block Trades pursuant to this Section 2.5 in any 12 month period.

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject 2.4.1 Subject to Section 3.4, at any time and from time to time when an applicable Lock-Up Period is not in effect and when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder Principal Investor wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding Holdersuch Principal Investor, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder only needs to Principal Investor shall notify the Company of the Block Trade at least five (5) business days Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided provided, that the Demanding Holders Principal Investors representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade; provided, further, that if, in connection with a Block Trade, the Company is not required to take any actions to facilitate such Block Trade (other than customary coordination with the Company’s transfer agent to remove any restrictive legends from the shares of Common Stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $50 million offering size requirement under clause (x) above shall not apply and (ii) a Principal Investor shall not be required to notify the Company prior to such Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder the Principal Investor initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to 2.4.3 The Principal Investor initiating a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade Section 2.4 shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 3.4.1. Notwithstanding any other provision of this Article IIIII, but subject to Section 3.43.5.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionSEC, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”)) not involving (i) a “roadshow,” (ii) the issuance of a “comfort letter” by the PubCo’s auditors or (iii) the issuance of a legal opinion by the PubCo’s legal counsel, (x) with a total offering price reasonably expected to exceed, exceed $[25] million in the aggregate, either (x) $10 million or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, provided that the total offering price is reasonably expected to exceed $10 million in the aggregate, then such Demanding Holder only needs to notify the Company PubCo of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company PubCo shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company PubCo and any Underwriters Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade3.4.2. Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 3.4.2. 2.5.3 3.4.3. Notwithstanding anything to the contrary in this Agreement, Section 2.2 3.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 3.4.4. The Demanding Holder in a Block Trade shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 3.4.5. For the avoidance of doubt, any Block Trade effected pursuant to this Section 3.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 3.1.4 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (xi) $10 50 million or (yii) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided provided, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any (i) the Sponsor Holders or (ii) a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.4 in any twelve (12) month period.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and , subject to Section 3.1.8 or the day waiver thereof by such offering is to commence and Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the such Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 The Legacy RMC Equityholders, on the one hand, and the Sponsor Equityholders, on the other hand, may each demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder Investor wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding HolderInvestor, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder Investor need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders Investors representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Investors initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder Investor pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in Investor initiating a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable reputable, nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder or Demanding Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, the lower of either (x) $10 25 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Demanding Holder in the aggregate may demand no more than (i) one (1) Block Trade pursuant to this Section 2.4 within any six (6) month period or (ii) two (2) Block Trades pursuant to this Section 2.4 in any twelve (12) month period.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision the foregoing, following the expiration of this Article II, but subject to Section 3.4the Lock-Up Period, at any time and from time to time time, when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 75 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradeTrade provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision the foregoing, following the expiration of this Article II, but subject to Section 3.4the Lock-Up Period, at any time and from time to time time, when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 75 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradeTrade provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 The Sponsor and Sponsor Equityholders, on the one hand, and the GCL Global Equityholders, on the other hand, may each demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million [50 million] or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally internationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 40 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least [five (5) 5)][three (3)] business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.22.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 Notwithstanding any other provision of this Article II, but subject to Section Sections 2.4 and 3.4, at any time and from time if the Holders desire to time when an effective Form S-3 is on file with the Commission, if effect a Demanding Holder wishes Block Trade by delivering a Shelf Takedown Notice pursuant to engage in an underwritten registered offering not involving subsection 2.1.3 or a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected Demand Registration pursuant to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holdersubsection 2.2.1, then such Demanding Holder only needs Holder(s) shall provide written notice to notify the Company of the Block Trade at least five (5) business days Business Days prior to the day proposed date such offering is to commence and Block Trade will commence. As expeditiously as possible, the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that the . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade. 2.5.2 Trade and any related due diligence and comfort procedures. Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a withdraw from such Block Trade upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its such Demanding Holders’ withdrawal under this subsection 2.5.2. 2.5.3 Section 2.5. Notwithstanding anything to the contrary in this Agreement, Section 2.2 2.3 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 . The Demanding Holder in Holder(s) initiating a Block Trade shall have the right to select the Underwriters Underwriter(s) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), which Underwriter(s) shall be reasonably satisfactory to the Company. A Holder in the aggregate may demand no more than four (4) Block Trades pursuant to this Section 2.5 in any twelve (12) month period.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding HolderHolder (the “Minimum Block Threshold”), then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s) . Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 Each Legacy Orchestra Equityholder and Sponsor Equityholder may demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.4.1. Notwithstanding any other provision of this Article II2, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (xa) $10 15 million or (yb) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and, subject to Section 3.1.7 or the day waiver thereof by such offering is to commence and Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade; provided that the such Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. Notwithstanding anything herein to the contrary, a Block Trade shall not be counted as an Underwritten Shelf Takedown effected pursuant to Section 2.1.3. 2.5.2 2.4.2. Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4. The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5. A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 Notwithstanding If any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Demand Holder wishes desires to engage in an underwritten registered offering not involving block trade or bought deal pursuant to a shelf registration statement (either through filing an automatic shelf registration statement or through a take-down from an already existing shelf registration statement) (each, an “roadshow,” an offer commonly known as a “block trade” (a “Underwritten Block Trade”), with a total offering price reasonably expected to exceedthen, notwithstanding the time periods set forth in Section 2.1(c), the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to Demand Holders shall notify the Company of the Underwritten Block Trade not less than three (3) Business Days prior to the day such offering is first anticipated to commence. The Company will use its commercially reasonable efforts to promptly notify the other Holders of such Underwritten Block Trade at least five the address provided in writing to the Company prior to such trade and such notified Holders (5each, a “Potential Participant”) business days may elect whether or not to participate no later than the next Business Day (i.e. two (2) Business Days prior to the day such offering is to commence commence) (unless a longer period is agreed to by the requesting Holders), and the Company shall will as expeditiously as possible use its commercially reasonable efforts to facilitate such Underwritten Block Trade; provided that Trade (which may close as early as two (2) Business Days after the Demanding date it commences). The Demand Holders representing a majority of the Registrable Securities wishing to engage in the Underwritten Block Trade shall shall, to the extent practicable, use commercially reasonable efforts to work with the Company and any Underwriters underwriters prior to making such request in order to facilitate preparation of the any registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. 2.5.2 Prior . Any Potential Participant’s request to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used participate in connection with a Block Trade, any Demanding Holder initiating such an Underwritten Block Trade shall have be binding on the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block TradePotential Participant. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a any Underwritten Block Trade initiated by a Demanding Holder pursuant to this Agreementrequested hereunder must be for aggregate expected proceeds of at least $25 million. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 (a) Notwithstanding any other provision of this Article IIIII, but subject to Section 3.4and only after the Lock-Up Period, at any time and from time to time when an effective Form S-3 Shelf Registration Statement is on file with the CommissionSEC, if a Demanding Holder Shareholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder Shareholder only needs to notify provide written notice to the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade such Shareholder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade Shareholder shall have the right to submit a written notification notice to the Company and the Underwriter or Underwriters (if any) of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, such Shareholder shall reimburse the Company shall be responsible for any outside legal and accounting expenses incurred by the Registration Expenses incurred Company and reasonably allocable to such Shareholder in connection with a block trade such Block Trade and prior to its withdrawal under this subsection 2.5.2Section 3.7(b). 2.5.3 Notwithstanding anything (c) The holders of a majority of the shares of Common Stock to the contrary be included in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a such Block Trade shall have the right to select the Underwriters; provided that such Underwriters shall be reasonably acceptable to the Company. The Company shall have the right to designate counsel for the Underwriters for such Block Trade Trade. (which d) For the avoidance of doubt, Block Trades shall consist be subject to the limitations and requirements set forth in the other provisions of one or more reputable nationally recognized investment banks)this Article III that are applicable to Underwritten Shelf Offerings.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 40 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.22.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 Notwithstanding any other provision of this Article IIthe foregoing, but subject to Section Sections 2.4 and 3.4, at any time and from time to time when an effective Form S-3 shelf registration statement is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 100 million or (y) for all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.1, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.5.1 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.5.1. 2.5.3 2.5.2 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.5.3 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder or Demanding Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 75,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf Registration is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 50,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.3, such Demanding Holder only needs need to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding HolderHolder (the “Minimum Block Threshold”), then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s) . Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 Each Legacy Orchestra Equityholder and Sponsor Equityholder may demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding HolderHolder (the “Minimum Block Threshold”), then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 Each Legacy Orchestra Equityholder and Sponsor Equityholder may demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 (a) Notwithstanding any other provision anything contained in this Section 2, in the event of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the Commission, if a Demanding Holder wishes to engage sale of Registrable Shares in an underwritten registered offering transaction requiring the involvement of PubCo but not involving a any “roadshow,road show” an offer and which is commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in (1) the aggregate, either Takedown Holder shall (xi) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade give at least five (5) business days Business Days prior notice in writing (the “Block Trade Notice”) of such transaction to PubCo and (ii) identify the potential underwriter(s) in such notice with contact information for such underwriter(s); and (2) PubCo shall cooperate with such requesting Holder or Holders to the day extent it is reasonably able to effect such offering is Block Trade. Any Block Trade shall be for at least $25 million in expected gross proceeds. PubCo shall not be required to commence and effectuate more than two Block Trades in any 12-month period. For the Company avoidance of doubt, a Block Trade shall as expeditiously as possible use its commercially reasonable efforts not constitute an Underwritten Shelf Takedown. The Holders of at least a majority of the Registrable Shares being sold in any Block Trade shall select the underwriter(s) to facilitate administer such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing such underwriter(s) shall be reasonably acceptable to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block TradePubCo. 2.5.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding the Takedown Holder initiating such Block Trade shall have the right to submit a written notification notice of withdrawal to the Company and the Underwriter or Underwriters (if any) PubCo of their its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its such Takedown Holder’s withdrawal under this subsection 2.5.2. 2.5.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks2.3(b).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” i.e., an offer offering commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 5.0 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and, subject to Section 3.1.8 or the day waiver thereof by such offering is to commence and Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the such Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). 2.4.5 A Holder may make no more than two Block Trade demands in respect of Block Trades pursuant to this Section 2.4 within any six-month period or four Block Trade demands in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten a registered offering not involving (i) a “roadshow,” (ii) the issuance of a “comfort letter” by the Company’s auditors or (iii) the issuance of a legal opinion by the Company’s legal counsel, an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $50 million in the aggregate, either (x) $10 million or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, provided that the total offering price is reasonably expected to exceed $10 million in the aggregate, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. 2.4.2 Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article ARTICLE II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf Registration Statement is on file with the Commission, if a Demanding Holder or Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) if such Demanding Holder or Holders wish to engage in a Block Trade of all remaining Registrable Securities held by the Demanding HolderHolder or Holders, then $25 million, such Demanding Holder only needs Holder(s) shall provide written notice to notify the Company of the Block Trade at least five ten (510) business days prior to the day date such offering is to commence and Block Trade will commence. As promptly as reasonably practicable, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder(s) shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block TradeTrade and any related due diligence and comfort procedures. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder a majority-in-interest of the Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.22.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a one or more Demanding Holder Holders pursuant to this Agreementsubsection 2.4.1. 2.5.4 The 2.4.4 A majority-in-interest of the Demanding Holder Holders in a Block Trade shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may demand no more than one (1) Block Trade pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall be counted as a demand for an Underwritten Shelf Takedown pursuant to subsection 2.1.4.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $[75] million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 The Eligible Holders may each demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 20 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and, subject to Section 3.1.8 or the day waiver thereof by such offering is to commence and Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the such Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make two (2) demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 (a) Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Registration Statement is on file with the CommissionSEC, if a Demanding Notice Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to (i) exceed, in the aggregate, either $5.0 million (xbefore deducting underwriting discounts and commissions) $10 million or (y) include all remaining Registrable Securities held by the Demanding Holder, then notwithstanding anything to the contrary herein, such Demanding demanding Holder only needs need to notify the Company of the Block Trade at least five three (53) business days Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder a majority-in-interest of the demanding Holders initiating such Block Trade shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) withdraw any of their intention to withdraw from Registrable Securities or cancel such Block TradeTrade in its entirety. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4. 2.5.3 (c) Notwithstanding anything to the contrary in this Agreement, Section 2.2 3.1 hereof shall not apply to a Block Trade initiated by a Demanding demanding Holder pursuant to this AgreementAgreement and in no event shall the Company have the right to includes any securities for its account or for the account of any Other Holder in any Block Trade. 2.5.4 (d) The Demanding demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to shall notify the Company of the its request to engage in a Block Trade at least five (5) business days prior and, subject to Section 3.1.8 or the day waiver thereof by such offering is to commence and Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the such Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may make unlimited demands in respect of Block Trades pursuant to this Section 2.4. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article ARTICLE II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 Shelf Registration Statement is on file with the Commission, if a Demanding Holder or Holders wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding HolderHolder or Holders, then such Demanding Holder only needs Holder(s) shall provide written notice to notify the Company of the Block Trade at least five (5) business days prior to the day date such offering is to commence and Block Trade will commence. As promptly as reasonably practicable, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the . The Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade Holder(s) shall use commercially reasonable best efforts to work with the Company and any Underwriters prior the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to making be the subject of such request Block Trade) in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block TradeTrade and any related due diligence and comfort procedures. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder a majority-in-interest of the Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a one or more Demanding Holder Holders pursuant to Section 2.3 of this Agreement. 2.5.4 The 2.4.4 A majority-in-interest of the Demanding Holder Holders in a Block Trade shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks). 2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) $10 million aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding HolderHolder (the “Minimum Block Threshold”), then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade, provided that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the remaining Demanding Holder(s). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.3.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 2.3.5 Each Legacy Orchestra Equityholder and Sponsor Equityholder may demand no more than one (1) Block Trade pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.3 hereof.

Block Trades. 2.5.1 2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” an offer commonly known as a “block trade” two (2)-day or less marketing period (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any a majority-in-interest of the Demanding Holder Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally internationally recognized investment banks). 2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12) month period.

Block Trades. 2.5.1 2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4the foregoing, at any time and from time to time when an effective Form S-3 Shelf Registration is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million 10,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.3, such Demanding Holder only needs need to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority majority-in-interest of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. 2.5.2 2.3.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder a majority-in-interest of the Holders initiating such Block Trade shall have the right to submit a written notification Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade Block Trade prior to its withdrawal under this subsection 2.5.2Section 2.4.2. 2.5.3 2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement. 2.5.4 2.3.4 The Demanding Holder in a Block Trade Company shall have the right to select the Underwriters Underwriters, brokers, sales agents or placement agents, if any, for such a Block Trade for which a registration statement is to be filed (which shall consist of one or more reputable nationally internationally recognized investment banks).