Common use of Block Trades Clause in Contracts

Block Trades. 2.4.1 Subject to Section 4.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effective, if BT Assets 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) $10,000,000 or (y) all remaining Registrable Securities held by BT Assets, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall notify the Company of the Block Trade at least five 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 BT Assets shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of 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 prior to its withdrawal under this subsection 2.4.2. 2.4.3 BT Assets shall have the right to select the Underwriters for a Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.4.1 Subject to Section 4.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when If an effective Shelf is on file with the Commission and effective, if BT Assets wishes Initiating Holder desires to engage in an underwritten block trade or other coordinated registered offering not involving 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, in the aggregate, either (x) $10,000,000 or (y) all remaining Registrable Securities held by BT Assets, then notwithstanding the time periods provided for set forth in subsection 2.1.3Section 2.1(c), BT Assets such Initiating Holder shall notify the Company of the Underwritten Block Trade not less than three 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 (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e., two Business Days prior to the day such offering is to commence commence) (unless a longer period is agreed to by such Initiating Holder), and the Company shall will as expeditiously as possible use its commercially reasonable efforts to facilitate such Underwritten Block Trade; providedTrade (which may close as early as one Business Day after the date it commences). The Holders wishing to engage in the Underwritten Block Trade shall, that BT Assets 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; provided, further, that if, in connection with a Block Trade, the Company is not required to take any actions to facilitate such . Any Potential Participant may withdraw from an Underwritten Block Trade (other than customary coordination with the Company’s transfer agent to remove any restrictive legends from the shares of Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets shall have the right to submit a Withdrawal Notice providing written notice to the Company and at least one Business Day prior to the Underwriter or Underwriters (if any) of day such offering is first anticipated to commence, provided that such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include its intention to withdraw from Registrable Securities in such Block Tradeoffering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a any Underwritten Block Trade prior to its withdrawal under this subsection 2.4.2requested hereunder must be for an aggregate expected proceeds of at least $50 million. 2.4.3 BT Assets shall have the right to select the Underwriters for a Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.4.1 Subject (1) If any Investor holding Registrable Securities elects to Section 4.4sell any of its Registrable Securities in a Block Trade, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effective, if BT Assets wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” then such Investor (a “Block TradeTrade Initiating Investor”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10,000,000 or (y) all remaining Registrable Securities held by BT Assets, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall may notify the Company of the Block Trade at least not less than five (5) Business Days prior to the day such offering is first anticipated to commence (any such notice, a “Block Trade Initiation Notice”). The Company will promptly notify all other Investors holding Registrable Securities of such Block Trade and such notified Investors (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. four (4) Business Days prior to the day such offering is to commence commence) (unless a longer period is agreed to by the requesting Investor initiating the Block Trade), and the Company shall will as expeditiously as possible use its commercially reasonable efforts to facilitate such Block TradeTrade (which may close as early as one (1) Business Day after the date it commences), including by filing any prospectus or any amendments or supplements to an existing Registration Statement; provided, provided that BT Assets shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify facilitate any Block Trade if the Company prior to such Block Trade. 2.4.2 Prior to the filing Company, within three (3) Business Days of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) receipt by it of 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 prior Initiation Notice, notifies the Block Trade Initiating Investor (i) that the Company has initiated the process of conducting a public or private offering of its Common Stock or securities convertible into or exercisable for its Common Stock or that it plans to initiate the process of conducting a public or private offering of its withdrawal under this subsection 2.4.2Common Stock or securities convertible into or exercisable for its Common Stock within thirty (30) days of receipt of the Block Trade Initiation Notice, (ii) that the Company is then subject to a lock-up or market standoff agreement relating to a previously completed public or private offering of its Common Stock or securities convertible into or exercisable for its Common Stock that prevents it from facilitating the Block Trade or (iii) that the Company is initiating a Grace Period. 2.4.3 BT Assets (2) The Investors participating in a Block Trade shall have the right to select the Underwriters any underwriters (if on an underwritten basis) and any sale agents or placement agents (if any) for a such Block Trade (which which, if underwritten, shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.4.1 Subject 2.9.1 Notwithstanding the foregoing (but subject to the Lock-Up Agreements and to Section 4.43.4), at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effectiveCommission, if BT Assets wishes the Demanding 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) $10,000,000 US$15,000,000 or (y) where the Demanding Holder is the Sponsor (acting on behalf of the Sponsor Parties), all remaining Registrable Securities held by BT Assetsthe Sponsor (acting on behalf of the Sponsor Parties), then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets such Demanding Holders shall notify Acquiror, the Company other Demanding Holders and the Requesting Holders (if any) of the Block Trade at least five (5) Business Days prior to the day such offering is to commence and the Company Acquiror shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, provided that BT Assets 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 Acquiror 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 2.9.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus Prospectus or prospectus supplement used in connection with a Block Trade, BT Assets a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw upon written notification to the Company Acquiror and the Underwriter or Underwriters (if any) of its intention to withdraw from such Block Trade). Notwithstanding anything to the contrary in this Agreement, the Company Acquiror shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this subsection 2.4.2Section 2.9.2. 2.4.3 BT Assets 2.9.3 Notwithstanding the time periods provided for in Section 2.8 in a Sponsor’s (acting on behalf of the Sponsor Parties), Demanding Holders’ or Requesting Holders’ exercise of Piggyback Registration rights in connection with a Block Trade, Acquiror and the Demanding Holders or Sponsor, as applicable, shall not be obligated to include the Sponsor’s (acting on behalf of the Sponsor Parties), Demanding Holders’ or Requesting Holders’, as applicable, 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. 2.9.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for a 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 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. 2.4.1 Subject After the Company is eligible to Section 4.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is file a Registration Statement on file with the Commission and effectiveForm S-3, if BT Assets a Registration Rights Party 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”), consisting of Registrable Securities with a total offering price reasonably expected to exceed, in the aggregate, either (x) exceed $10,000,000 [●] or (y) representing all remaining Registrable Securities held by BT Assetssuch Registration Rights Party, then notwithstanding the time periods provided for such Registration Rights Party (in subsection 2.1.3such capacity, BT Assets shall a “Block Trade Requesting Holder”) may notify the Company of the Block Trade at least five 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, that BT Assets the 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 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets a Block Trade Requesting Holder shall not be required to notify the Company prior to such Block Trade. 2.4.2 . No other holders of Company securities will be permitted to participate in a Block Trade without the written consent of the Block Trade Requesting Holder. Prior to the filing of the an applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets the Block Trade Requesting Holder initiating such Block Trade shall have the right to submit a Withdrawal Notice elect to withdraw therefrom by notice to the Company and the Underwriter or Underwriters (if anymanaging Underwriter(s) of its 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 Trade Requesting Holder(s) initiating a Block Trade prior to its withdrawal under this subsection 2.4.2. 2.4.3 BT Assets shall have the right to select Underwriter(s) for such Block Trade. In connection with any Block Trade, the Underwriters for Company shall use its reasonable best efforts to timely furnish any information or take any actions reasonably requested by the Block Trade Requesting Holders in connection with such a Block Trade (which Trade, including the delivery of customary comfort letters, customary legal opinions and customary Underwriter due diligence, in each case subject to receipt by the Company, its auditors and legal counsel of reasonable representations and documentation by such persons to permit the delivery of such comfort letter and legal opinions. Such Block Trades available to the Registration Rights Parties shall consist of one or more reputable nationally recognized investment banks)be unlimited in number.

Block Trades. 2.4.1 Subject Notwithstanding any other provision of this Article II, but subject to Section 4.43.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effectiveCommission, if BT Assets 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, (x), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10,000,000 25 million or (y) all remaining Registrable Securities held by BT Assetsthe Demanding Holder, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall such Demanding Holder only needs to notify the Company of the Block Trade at least five Business Days (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 that BT Assets 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 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Tradeor Other Coordinated Offering. 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, BT Assets a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) ), brokers, sales agents or placement agents of its 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 or Other Coordinated Offering prior to its withdrawal under this subsection Section 2.4.2. 2.4.3 BT Assets 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. 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for a 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 or Other Coordinated Offering 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 2.1.4 hereof.

Block Trades. 2.4.1 Subject to Section 4.4Notwithstanding the foregoing, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effectiveCommission, if BT Assets 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, exceed $75 million in the aggregate, either (x) $10,000,000 aggregate or (y) with respect to all remaining Registrable Securities held by BT Assetsthe Demanding Holder, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall such Demanding Holder only needs to notify the Company of the Block Trade at least five Business Days (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 BT Assets 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 . Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of its 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 2.4.2. 2.4.3 BT Assets Section 2.3.2. 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. The Demanding Holder in a Block Trade shall have the right to select the Underwriters for a such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). 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. 2.4.1 Subject to (a) Notwithstanding anything contained in this Section 4.42, at any time and from time to time when in the Lock-Up Period is not in effect with respect to Lock-Up event of a sale of Registrable Shares held by BT Assets and when an effective Shelf is on file with the Commission and effective, if BT Assets wishes to engage in an underwritten or other coordinated registered offering transaction requiring the involvement of Holdco 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(s) shall (xi) $10,000,000 or (y) all remaining Registrable Securities held by BT Assets, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall notify the Company of the Block Trade give at least five 10 Business Days prior notice in writing (the “Block Trade Notice”) of such transaction to Holdco and (ii) identify the day potential underwriter(s) in such offering is to commence notice with contact information for such underwriter(s); and the Company (2) Holdco shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, provided that BT Assets the Takedown Holders representing a majority of the Registrable Shares wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company Holdco 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; provided, further, that if, in connection with a Block Trade, the Company is not required to take any actions to facilitate such . Any Block Trade (other than customary coordination with the Company’s transfer agent to remove any restrictive legends from the shares of Class A common stock disposed of shall be for at least $25 million in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets expected gross proceeds. Holdco shall not be required to notify effectuate more than two Block Trades in any 12-month period. For the Company prior 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), brokers, sales agents, or placement agents to administer such Block TradeTrade (in each case, which shall consist of one or more reputable nationally recognized investment banks), subject to Holdco’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed). 2.4.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets the Takedown Holder shall have the right to submit a Withdrawal Notice written notice of withdrawal to the Company and the Underwriter or Underwriters (if any) Holdco of its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company Holdco shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its such Takedown Holder’s withdrawal under this subsection 2.4.2Section 2.03(b). 2.4.3 BT Assets (c) Notwithstanding anything to the contrary in this Agreement, Section 3 shall have the right not apply to select the Underwriters for a any Block Trade (which shall consist of one or more reputable nationally recognized investment banks)initiated by a Takedown Holder pursuant to this Agreement.

Block Trades. 2.4.1 Subject 2.9.1 Notwithstanding the foregoing (but subject to Section 4.43.4), at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effectiveCommission, if BT Assets 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) $10,000,000 US$50,000,000 or (y) all remaining Registrable Securities held by BT Assetsthe Demanding Holder, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets such Demanding Holder shall notify the Company PubCo and any Significant Holder 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, provided that BT Assets 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 2.9.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus Prospectus or prospectus supplement used in connection with a Block Trade, BT Assets a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw upon written notification to the Company PubCo and the Underwriter or Underwriters (if any) of 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 prior to its withdrawal under this subsection 2.4.2Section 2.9.2. 2.4.3 BT Assets 2.9.3 Only a Significant Holder may exercise Piggyback Registration rights in connection with a Block Trade; with respect to other Holders, Section 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 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 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. 2.9.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for a such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), subject to the approval of PubCo (which shall not be unreasonably withheld). 2.9.5 Holders in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.9 in any twelve (12) month period, and no more than one (1) Block Trade pursuant to this Section 2.9 within the first year 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. 2.4.1 Subject Notwithstanding any other provision of this Section 5, but subject to Section 4.45(c), at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf Registration Statement is on file with the Commission and effectiveCommission, if BT Assets 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” Block Trade that includes either (a “Block Trade”), x) Registrable Securities proposed to be sold by such Demanding Holder with a total offering price reasonably expected to exceedexceed $100 million, in the aggregate, either (x) $10,000,000 or (y) all remaining Registrable Securities held by BT Assetssuch Demanding Holder, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall such Demanding Holder only needs to notify the Company Issuer of the Block Trade at least five Business Days (5) business days prior to the day such offering is to commence and the Company Issuer shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, provided that BT Assets 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 Issuer 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 . Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets any Demanding Holder initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company Issuer and the Underwriter underwriter or Underwriters underwriters (if any) of its their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this AgreementSection 5(a), the Company Issuer shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this subsection 2.4.2. 2.4.3 BT Assets Section 5(a)(iv). Notwithstanding anything to the contrary in this Agreement, Section 5(a)(ii) shall not apply to a Block Trade initiated by a Demanding Holder. The Demanding Holder in a Block Trade shall have the right to select the Underwriters underwriters for a such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). The Eligible Subscriber Holder(s) in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 5(a)(iv) in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 5(a)(iv) shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 5(a)(i) hereof.

Block Trades. 2.4.1 Subject to Section 4.4Notwithstanding the foregoing, following the expiration of the Lock-up Period, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effectiveCommission, if BT Assets 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) $10,000,000 50 million or (y) all remaining Registrable Securities held by BT Assetsthe Demanding Holder (the “Minimum Block Threshold”), then notwithstanding the time periods provided for in subsection 2.1.3Section 2.1.5, BT Assets shall such Demanding Holder only need to notify the Company of the Block Trade at least five Business Days (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 BT Assets 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; provided, further, that if, in connection with . Any demand for a Block Trade, the Company is not required unless withdrawn pursuant to take any actions to facilitate such Section 2.4.2, shall count as a Block Trade (other than customary coordination with the Company’s transfer agent to remove any restrictive legends from the shares of Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion demanded by the Company’s counsel)AST Equityholders, then (i) and shall count toward the $10,000,000 offering size requirement under clause (x) above shall not apply Yearly Limit and (ii) BT Assets shall not be required to notify the Company prior to such Block TradeTotal Limit. 2.4.2 Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of its 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 Demanding Holder(s). If withdrawn, a demand for a Block Trade shall constitute a demand for a Block Trade for purposes of Section 2.4.1 and shall count toward the Yearly Limit and the Total Limit, unless either (i) the Demanding Holder(s) making the withdrawal has not previously withdrawn any Underwritten Shelf Takedown or Block Trade or (ii) the Demanding Holder(s) making the withdrawal reimburses the Company for all Registration Expenses with respect to such Block Trade; provided that, if any other Demanding Holder elects to continue a Block Trade pursuant to the proviso in the immediately preceding sentence, such Block Trade shall instead count as a Block Trade demanded by the Demanding Holders for purposes of Section 2.4.1 and shall count toward the Yearly Limit and the Total Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in 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 Trade, other than if a Demanding Holder elects to its withdrawal under pay such Registration Expenses pursuant to clause (ii) of the second sentence of this subsection Section 2.4.2. 2.4.3 BT Assets 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. 2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for a such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.4.1 Subject 2.9.1 Notwithstanding the foregoing (but subject to Section 4.43.4), at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effectiveCommission, if BT Assets 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) $10,000,000 US$15,000,000 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 BT Assetssuch Demanding Holder, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets such Demanding Holder shall notify the Company PubCo and any Significant Holders and Sponsor 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, provided that BT Assets 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 2.9.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus Prospectus or prospectus supplement used in connection with a Block Trade, BT Assets a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice withdraw upon written notification to the Company PubCo and the Underwriter or Underwriters (if any) of 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 prior to its withdrawal under this subsection 2.4.2Section 2.9.2. 2.4.3 BT Assets 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 other Holders, Section 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. 2.9.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for a 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 Amalgamation 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. 2.4.1 Subject (a) Notwithstanding any other provision of this Article II, but subject to Section 4.43.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effectiveCommission, if BT Assets 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) $10,000,000 [●] million or (y) all remaining Registrable Securities held by BT Assetsthe Demanding Holder, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall 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 BT Assets 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 (b) Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus Prospectus or prospectus Prospectus supplement used in connection with a Block Trade, BT Assets any Demanding Holder initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if anyUnderwriter(s) of its 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 2.4.2Section 2.4. 2.4.3 BT Assets (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. (d) The Demanding Holder in a Block Trade shall have the right to select the Underwriters for a such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). (e) 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(d) hereof.

Block Trades. 2.4.1 Subject (a) Notwithstanding any other provision of this Article II, but subject to Section 4.43.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf shelf Registration Statement is on file with the Commission and effectiveCommission, if BT Assets a Demanding Holder wishes to engage in an underwritten or other coordinated 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) $10,000,000 10,000,000.00 or (y) all remaining Registrable Securities held by BT Assetsthe Demanding Holder, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall such Demanding Holder only needs to notify the Company Pubco of the Block Trade at least five 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 BT Assets any Demanding Holder 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; provided. In addition, further, that if, in connection with a Pubco shall give prompt written notice to each other Demanding Holder regarding such proposed Block Trade, and such notice shall offer such Demanding Holders the Company is not required opportunity to take any actions to facilitate such include in the Block Trade (other than customary coordination with such number of Registrable Securities as each such Demanding Holder may request. Each such Demanding Holder shall make such request in writing to Pubco within two Business Days after the Company’s transfer agent receipt of any such notice from Pubco, which request shall specify the number of Registrable Securities intended to remove any restrictive legends from the shares of Class A common stock be disposed of in by such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block TradeDemanding Holder. 2.4.2 (b) Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus Prospectus or prospectus Prospectus supplement used in connection with a Block Trade, BT Assets any Demanding Holder initiating such Block Trade shall have the right to submit a Withdrawal Notice withdrawal notice to the Company Pubco and the Underwriter or Underwriters (if any) of its their intention to withdraw from such Block Trade. (c) Except as otherwise provided in this Section 2.6, Section 2.2 shall apply to each Block Trade initiated by a Demanding Holder pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company Section 2.3 shall be responsible for the Registration Expenses incurred in connection with not apply to a Block Trade prior initiated by a Demanding Holder pursuant to its withdrawal under this subsection 2.4.2Agreement. 2.4.3 BT Assets (d) The Demanding Holder in a Block Trade shall have the right to select the Underwriters for a such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.4.1 Subject Notwithstanding any other provision of this Section 5, but subject to Section 4.45(c), at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf Registration Statement is on file with the Commission and effectiveCommission, if BT Assets 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” Block Trade that includes either (a “Block Trade”), x) Registrable Securities proposed to be sold by such Demanding Holder with a total offering price reasonably expected to exceedexceed $100 million, in the aggregate, either (x) $10,000,000 or (y) all remaining Registrable Securities held by BT Assetssuch Demanding Holder, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall such Demanding Holder only needs to notify the Company Issuer of the Block Trade at least five Business Days (5) business days prior to the day such offering is to commence and the Company Issuer shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, provided that BT Assets 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 Issuer 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 . Prior to the filing of the applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets any Demanding Holder initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company Issuer and the Underwriter underwriter or Underwriters underwriters (if any) of its their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this AgreementSection 5(a), the Company Issuer shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this subsection 2.4.2. 2.4.3 BT Assets Section 5(a)(iv). Notwithstanding anything to the contrary in this Agreement, Section 5(a)(ii) shall not apply to a Block Trade initiated by a Demanding Holder. The Demanding Holder in a Block Trade shall have the right to select the Underwriters underwriters for a such Block Trade (which shall consist of one or more reputable nationally recognized investment banks). The Eligible Subscriber Holder(s) in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 5(a)(iv) in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 5(a)(iv) shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 5(a)(i) hereof.

Block Trades. 2.4.1 Subject to Notwithstanding anything contained in this Section 4.42, at any time and from time to time when in the Lock-Up Period event a sale of Registrable Securities is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effective, if BT Assets wishes to engage in an underwritten or other coordinated registered offering transaction requiring the involvement of the Company but not involving (i) any “road show” or (ii) a “roadshow,” an offer lock-up agreement of more than 45 days to which the Company is a party, and which is commonly known as a “block trade” (a “Block Trade”), with the requesting Holder shall provide notice to each of the other Holders that is a total offering price reasonably expected party to exceed, in this agreement and (1) holds more than 5% of the aggregate, either (x) $10,000,000 Common Stock or (y2) all remaining Registrable Securities held is identified by BT Assets, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall notify the Company as an Affiliate of the Company, of its intention to deliver a Block Trade Notice and offer such other Holders the opportunity to participate in delivering a joint Block Trade Notice (to the extent such Holders have the right to participate in the Block Trade at least five Business Days prior under this Agreement). If any other Holders elect to participate in such joint Block Trade Notice within 1 day following receipt of notice, then such Holders shall be required to deliver a joint Block Trade Notice with respect to the day Registrable Securities of all Holders participating in such offering is joint Block Trade Notice. Each Holder that participates in the delivery of a joint Block Trade Notice shall be an Initiating Holder with respect to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such that Block Trade; provided, that BT Assets shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade; provided, further, that if, in Trade Notice. In connection with a any 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause requesting Holder(s) shall (xA) above shall not apply give at least three Business Days prior notice (a “Block Trade Notice”) in writing of such transaction to the Company and (B) with respect to any Block Trade, identify the potential underwriter(s) in such notice with contact information for such underwriter(s); and (ii) BT Assets the Company shall cooperate with such requesting Holder or Holders to the extent it is reasonably able and shall not be required to notify the Company prior give notice thereof to such other Holders of Registrable Securities or permit their participation therein unless reasonably practicable. Any Block Trade. 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used Trade shall be for at least $5 million in connection with a Block Trade, BT Assets shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Block Tradeexpected gross proceeds. Notwithstanding anything to the contrary in this Agreement, the The Company shall not be responsible for required to effectuate more than three Block Trades in any 90-day period. For the Registration Expenses incurred in connection with avoidance of doubt, a Block Trade prior to its withdrawal under this subsection 2.4.2shall not constitute a Demand Registration or a Requested Underwritten Offering. 2.4.3 BT Assets shall have the right to select the Underwriters for a Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Block Trades. 2.4.1 Subject to Section 4.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effective, if BT Assets If a Holder 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 then such Holder (in such capacity, a total offering price reasonably expected to exceed, in the aggregate, either (x“Block Trade Requesting Holder”) $10,000,000 or (y) all remaining Registrable Securities held by BT Assets, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall may notify the Company of the Block Trade at least five Business Days not less than three 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, that BT Assets the Block Trade Requesting Holders representing a majority of the Registrable Shares 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; 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 Class A common stock Registrable Shares disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets a Block Trade Requesting Holder shall not be required to notify the Company prior to such Block Trade. 2.4.2 . Prior to the filing of the an applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets the Block Trade Requesting Holder initiating such Block Trade shall have the right to submit a Withdrawal Notice elect to withdraw therefrom by notice to the Company and the Underwriter or Underwriters (if anymanaging underwriter(s) of its 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 Trade Requesting Holder(s) initiating a Block Trade prior pursuant to its withdrawal under this subsection 2.4.2. 2.4.3 BT Assets Section 6 shall have the right to select the Underwriters underwriter(s) for a such Block Trade (which shall consist of one or more reputable nationally recognized investment banks)Trade.

Block Trades. 2.4.1 Subject to Section 4.4(a) Notwithstanding any other provision of this Agreement (including this Annex A), at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effectivetime, if BT Assets Parent wishes to engage in an a non-marketed underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”)) with respect to the Registrable Securities, with a total offering price reasonably expected to exceedthen, in the aggregate, either (x) $10,000,000 or (y) all remaining Registrable Securities held by BT Assets, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall notify the Company that Parent notifies Buyer of the Block Trade at least five ten Business Days prior to the day such offering is to commence and the Company commence, Buyer shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade, including, (a) entering into and performing its obligations under a customary underwriting or other purchase or sales agreement, in customary form, with the managing underwriter or the broker, placement agent or sales agent of such sale, (b) delivering customary comfort letters, customary legal opinions, customary certifications and customary underwriter due diligence and (c) filing any amendment or supplement to the Resale Registration Statement as may be reasonably requested by the underwriter, broker, placement agent or sales agent to effectuate the Block Trade; provided, that BT Assets however that, Parent shall use its commercially reasonable efforts to work with the Company Buyer 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if anyb) of 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 prior to its withdrawal under this subsection 2.4.2. 2.4.3 BT Assets Parent shall have the right to select the Underwriters underwriters, brokers, sale agents or placement agents (if any) for a such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks); provided that such selection shall be subject to the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed (for purposes of clarity, if Parent selects ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC as an underwriter, broker, sale agent or placement agent for such Block Trade, Buyer shall consent to such selection). Notwithstanding anything herein to the contrary, Buyer shall have the sole and exclusive right to designate underwriter’s (or broker, sale agent or placement agent) counsel in connection with any Block Trade.

Block Trades. 2.4.1 Subject After the Company is eligible to Section 4.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is file a registration statement on file with the Commission and effectiveForm S-3, if BT Assets a 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 then such Securityholder (in such capacity, a total offering price reasonably expected to exceed, in the aggregate, either (x“Block Trade Requesting Holder”) $10,000,000 or (y) all remaining Registrable Securities held by BT Assets, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall may notify the Company of the Block Trade at least five 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, that BT Assets the 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; 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets a Block Trade Requesting Holder shall not be required to notify the Company prior to such Block Trade. 2.4.2 . Prior to the filing of the an applicable “red ▇h▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets the Block Trade Requesting Holder initiating such Block Trade shall have the right to submit a Withdrawal Notice elect to withdraw therefrom by notice to the Company and the Underwriter or Underwriters (if anymanaging underwriter(s) of its 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 Trade Requesting Holder(s) initiating a Block Trade prior pursuant to its withdrawal under this subsection 2.4.2. 2.4.3 BT Assets Section 2.7 shall have the right to select the Underwriters underwriter(s) for a such Block Trade (which shall consist of one or more reputable nationally recognized investment banks)Trade.

Block Trades. 2.4.1 Subject to Section 4.4, at any time and from time to time when the Lock-Up Period is not in effect with respect to Lock-Up Shares held by BT Assets and when an effective Shelf is on file with the Commission and effective, if BT Assets 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) $10,000,000 50,000,000 or (y) all remaining Registrable Securities held by BT Assets, then notwithstanding the time periods provided for in subsection 2.1.3, BT Assets shall notify the Company of the Block Trade at least five 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 BT Assets shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request 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 Class A common stock disposed of in such Block Trade but not procuring the delivery of an opinion by the Company’s counsel), then (i) the $10,000,000 50,000,000 offering size requirement under clause (x) above shall not apply and (ii) BT Assets shall not be required to notify the Company prior to such Block Trade. 2.4.2 Prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with a Block Trade, BT Assets shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of 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 prior to its withdrawal under this subsection 2.4.2. 2.4.3 BT Assets shall have the right to select the Underwriters for a Block Trade (which shall consist of one or more reputable nationally recognized investment banks).