Common use of Shelf Take-Downs Clause in Contracts

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offering. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).

Shelf Take-Downs. At any time that a Shelf shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 3 or Section 2.3 4 (or otherwise) is effective, if the Holders’ Representative any Shareholder delivers a notice to the Company (each, a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of sell all or part of the its Registrable Securities included by the Holders it on the Shelf shelf Registration Statement (each, a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering), then the Company shall amend or supplement the Shelf shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offeringOffering. In connection with any Shelf Underwritten Offering, including any Shelf Offering that is an Underwritten Offering (including a Marketed Offering) (i) the Company shall also deliver the Shelf shall, promptly upon receipt of a Take-Down Notice (but in no event more than two (2) days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)), deliver a notice to all each other holders whose securities are holder of Registrable Securities included on such Shelf shelf Registration Statement and permit each such holder to include its Other Registrable Securities included on the shelf registration statement Registration Statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company in writing within 5 Business Days three (3) days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after delivery of the Shelf Take-Down Notice notice to such other holder; and (ii) if the Shelf Offering is underwritten, in the event that the managing underwriter(s) have informed the Company of such Shelf Offering advise such holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities requested securities proposed to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering sold exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering sold without having an adverse effect on the price, timing or distribution of the securities proposed Registrable Securities to be included, then the managing underwriter(s) may limit the number of Registrable Securities which would otherwise be included in such Shelf Underwritten Offering, then there shall Offering in the same manner as described in Section 3(c) with respect to a limitation of shares to be included in such a registration; provided, however, that the Company shall not be obligated to take any action to effect any Shelf Offering that is an Underwritten Offering if a Demand Registration or Piggyback Registration was declared effective or an Underwritten Offering was consummated within the number or dollar amount of such securities that in preceding ninety (90) days (unless otherwise consented to by the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(bCompany).

Shelf Take-Downs. At any time that a A Holder of Shelf Registered Securities may sell pursuant to the Shelf Registration Statement covering Registrable from time to time in accordance with the plan of distribution set forth in the Shelf Registration Statement. A Holder or Holders of Shelf Registered Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if may also request (the Holders’ Representative delivers “Shelf Public Offering Request”) that a notice to shelf take-down be in the Company form of an Underwritten Offering (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Public Offering”) or any other offering of such securities and stating if the number gross proceeds reasonably anticipated to be generated from the sale of the Registrable Shelf Registered Securities to be included (as determined in such good faith by the relevant Holders and their Underwriters) equals or exceeds $15,000,000. Promptly upon receipt of a Shelf Underwritten Public Offering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offering. In connection with any Shelf Underwritten OfferingRequest, the Company shall also deliver provide notice (the “Shelf Public Offering Notice”) of such proposed Underwritten Offering (which notice shall state the material terms of such proposed Underwritten Offering, to the extent known, as well as the identity of the Shelf Take-Down Notice Public Offering Requesting Holder) to all the other holders whose securities are included on such Holders holding Shelf Registration Statement Registered Securities. Such other Holders may, by written request to the Company and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company Public Offering, within 5 five Business Days after delivery receipt of such Shelf Public Offering Notice, offer and sell up to all of their Shelf Registered Securities of the same class or series as the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Registered Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included sold in such Shelf Underwritten Offering, then there . No Holder shall be included entitled to include any of its Registrable Securities in a Shelf Public Offering unless such Shelf Holder has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then selected in accordance with Section 2.1(d2.7(f); . The terms and (B) if the applicable Shelf Registration Statement was filed conditions of any customary underwriting or purchase arrangements pursuant to Section 2.3, then which Registrable Securities shall be sold in accordance with Section 2.3(b)a Shelf Public Offering shall be approved by the Shelf Public Offering Requesting Holder.

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 2 or Section 2.3 3 is effective, if the Holders’ Representative delivers Investor, any lender or Affiliate of a lender under a Permitted Loan (as defined in the Investment Agreement) who is a Holder of Registrable Securities or (with the consent of the Investor) any permitted transferee hereunder who is a Holder of Registrable Securities with a fair market value of at least $50,000,000, may deliver a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of such securities and stating the number all or part of the its Registrable Securities to be included in such by it on the Shelf Underwritten Offering or other offeringRegistration Statement, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders Holders pursuant to Section 3(b)) or Non-Underwritten Shelf Take-Down; provided, however that the Holders may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $50,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three (3) Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within the Quarterly Blackout Period. The Investor shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by the Investor in addition to the other registration rights provided in Section 2 and this Section 2.43; provided, however, that Holders shall only be entitled to deliver (x) or other offeringa maximum of two (2) Demand Notices and Take-Down Notices involving Substantial Marketing Efforts in any 365-day period and (y) a maximum of four (4) Demand Notices and Take-Down Notices involving Substantial Marketing Efforts in the aggregate. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if the Holders’ Representative delivers Designated Investors deliver a notice to the Company (a “Shelf Take-Down NoticeUnderwriting Request”) to the Company stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the such Designated Investors’ Registrable Securities included by the Holders it on the Shelf Registration Statement a shelf registration statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offeringOffering, then then, the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account Offering; provided further, that the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offering. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery aggregate offering value of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included registered in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds must equal at least $50,000,000, net of Registration Expenses (or a lesser amount if the total number or dollar amount of such securities that can Registrable Securities requested by the Requesting Equityholders to be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution constitute all of the securities proposed Registrable Securities held by the Equityholders). For the avoidance of doubt, a Shelf Underwritten Offering constitutes a Demand Registration such that the provisions of this Agreement, including this Section 2 and the ability of the Company to be included suspend any Demand Registration pursuant to Section 2(d), with respect to a Demand Registration shall apply to a Shelf Underwritten Offering; provided that a Shelf Underwritten Offering shall not count against the limitation of the number of Demand Registrations in Section 2(b) and the restriction set forth in the first sentence of Section 2(d) shall not apply. The Company shall, as expeditiously as possible (and in any event within ten (10) days after the receipt of a Shelf Underwriting Request), but subject to Section 2(d), amend or supplement the shelf registration statement for such Shelf Underwritten Offering. Notwithstanding the foregoing, if the Requesting Equityholders wish to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a shelf registration statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing shelf registration statement), then there notwithstanding the foregoing time periods, the Requesting Equityholders only need to notify the Company of the Underwritten Block Trade on the Business Day immediately preceding the day on which such offering is to commence, and the Company shall be included in as expeditiously as possible, but subject to Section 2(d), facilitate such Shelf Underwritten Offering (which may close as early as three (3) Business Days after the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(ddate it commences); provided, however, that the Requesting Equityholders requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and (B) if the applicable Shelf Registration Statement was filed pursuant underwriters prior to Section 2.3making such request in order to facilitate preparation of the registration statement, then in accordance with Section 2.3(b)prospectus and other offering documentation related to the Underwritten Block Trade.

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 2 or Section 2.3 3 is effective, if the Holders’ Representative delivers any Holder or Holders may deliver a written notice to the Company (a “Shelf Take-Down Notice”) stating that one such Holder or more of the Holders intends intend to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of such securities and stating the number all or part of the Registrable Securities to be included in held by such Holder or Holders and covered by the Shelf Underwritten Offering or other offering, then Registration Statement. Upon receipt of a Take-Down Notice the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders Holders that have requested have their Registrable Securities included in such Shelf Underwritten Offering pursuant to Section 3(b)) or Non-Underwritten Shelf Take-Down; provided, however that the Holders may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $25,000,000 (unless the Holders participating in such Shelf Underwritten Offering are proposing to sell all of their remaining Registrable Securities), (ii) launch more than two (2) Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within any Blackout Period. Holders shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by such Holder, in addition to the other registration rights provided in Section 2 and this Section 2.4) or other offering3. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).:

Shelf Take-Downs. As soon as reasonably practicable after becoming eligible to use Form S-3, the Corporation will send notice to the holders of its intent to file a shelf registration statement on Form S-3 to register the Registrable Securities of any holder that wishes to have their Registrable Securities included therein. The Corporation will file a Registration Statement on Form S-3 to register the Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten days after notice has been given to the applicable holder. For the avoidance of doubt, such Registration Statement will not be counted for purposes of the number of Demand Notices permitted pursuant to Section 3(i) At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 3 or Section 2.3 4 is effective, if the Holders’ Representative Sponsor Investor Shareholder or CPPIB delivers a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities (the aggregate amount of such Registrable Securities to be at least $50,000,000), included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating ), then, the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering, then the Company Corporation shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders pursuant to this Section 2.4) 4(c)). Notwithstanding any other provision of this Agreement, if the holder delivering a Take-Down Notice wishes to engage in a Block Sale, then notwithstanding the foregoing or any other offeringprovisions hereunder (including without limitation Sections 3 and 4 of this Agreement), no other holder shall be entitled to receive any notice of or have its Registrable Securities included in such Block Sale. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all Offering (other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).than a Block Sale):

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 Article 1 or Section 2.3 2 is effective, if the Holders’ Representative delivers each Investor may, deliver a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of such securities and stating the number all or part of the its Registrable Securities to be included in such by it on the Shelf Underwritten Offering or other offeringRegistration Statement, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders pursuant to this Section 2.42.2) or Non-Underwritten Shelf Take-Down; provided, however that the Holders may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $25,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than two (2) Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within any Blackout Period. Each Investor shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by each Investor in addition to the other offeringregistration rights provided in Article 1 and this Article 2. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).:

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, 2.1 or Section 2.2 or Section 2.3 is effective, if the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offering. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).

Shelf Take-Downs. At any time that (a) Subject to this Section 4, a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if Take-Down may be initiated by the Holders’ Representative delivers a Initiating Shelf Take-Down Holders by written notice to (the Company (a “Shelf Take-Down Notice”) stating that one or more to the Company specifying the aggregate number of Registrable Securities held by the Initiating Shelf Take-Down Holders intends requested to effect an underwritten offering of all or part of be covered by such Shelf Take Down (such Registrable Securities together with the Registrable Securities included held by the all other Shelf Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities electing to be included participate in such Shelf Underwritten Offering Take-Down pursuant to Section 4(b), the “Shelf Take-Down Registrable Securities”). If required under applicable law or other offeringreasonably requested by the Initiating Shelf Take-Down Holders, then the Company shall use its commercially reasonable efforts to amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, soon as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offering. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include reasonably practicable after its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery receipt of the Shelf Take-Down Notice to such other holder; the extent necessary or appropriate to permit the offering and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number sale of Registrable Securities and Other Securities additional securities (if any) pursuant to such Shelf Take-Down. The Initiating Shelf Take-Down Holders shall have the right to appoint the managing underwriter or underwriters to administer such Shelf Take-Down, which shall be allocated (A) if reasonably acceptable to the applicable Registration Statement was filed pursuant Company; provided, however, that, the Company shall have the right to Section 2.1, then in accordance with Section 2.1(d); and (B) if appoint one or more additional managing underwriters thereof reasonably acceptable to the applicable Initiating Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b)Take-Down Holders.

Shelf Take-Downs. At any time that (a) To the extent the Company is and continues to be a Shelf “well-known seasoned issuer” as defined under Rule 405 of the Securities Act, the Company will make its existing Registration Statement covering on Form S-3ASR (Registration No. 333-145585) (the “Existing Shelf”) available for the resale from time to time by the Shareholders of the Registrable Securities pursuant to Section 2.1Rule 415 of the Securities Act (or any successor rule) until the earlier of (x) the date on which the Existing Shelf expires and (y) the date on which the Company replaces the Existing Shelf with a new automatic Shelf Registration Statement that makes available such resale of the Registrable Securities; provided, Section 2.2 however, that the foregoing shall not affect, amend or Section 2.3 is effectivemodify any obligation of any Shareholder under any lock-up agreement with the Company. Further, if the Holders’ Representative delivers a notice Company, to the extent the Company (is and continues to be a “Shelf Takewell-Down Notice”) stating that one or more known seasoned issuer” as defined under Rule 405 of the Holders intends Securities Act, shall use its commercially reasonable efforts to file a new Shelf Registration Statement on or before the expiration of the Existing Shelf and to maintain the effectiveness of such new Shelf Registration Statement. If at any time the Company has registered Registrable Securities pursuant to Rule 415 of the Securities Act (or any successor rule) on a Shelf Registration Statement, any Shareholder who desires to effect an underwritten offering a Shelf Take Down shall notify the Company. The notice shall specify the number of all or part Registrable Securities intended to be sold by such Shareholder and the proposed underwriter(s) selected to effect such sale, which underwriter(s) must be reasonably acceptable to the Company. Upon receipt of such notice, the Company shall use commercially reasonable efforts to permit as promptly as practicable the disposition of the Registrable Securities included in accordance with the intended methods thereof, including complying with the applicable provisions of Section 2.4 (including, without limitation, Section 2.4(m) relating to participation by the Holders on the Shelf Registration Statement (a Company in “Shelf Underwritten Offering”) or any road shows” and other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering, then marketing); provided that the Company shall amend or supplement not be obligated to effect any Shelf Take Down unless the aggregate proceeds expected to be received from the sale of Registrable Securities in the Shelf Registration Statement Take Down equals or exceeds $25,000,000 or such lesser amount as may be necessary in order to enable such constitutes all Registrable Securities held by the requesting Shareholder; and Other Securities, as provided further that the case Company in its sole discretion may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account condition the inclusion of Other Registrable Securities by any other holders pursuant to in a registration under this Section 2.43.2(a) upon the timely provision by such Shareholder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or other offeringany similar disclosure requirement applicable to such registration). In connection with any Shelf Underwritten OfferingNotwithstanding the foregoing, the Company shall also deliver Company, in its sole discretion, may waive (which waiver may be written or verbal) the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery requirement for minimum aggregate proceeds of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b)$25,000,000.

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 2 or Section 2.3 3 is effective, if the Holders’ Representative delivers Investor may, deliver a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of such securities and stating the number all or part of the its Registrable Securities to be included in such by it on the Shelf Underwritten Offering or other offeringRegistration Statement, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders pursuant to Section 3(b)) or Non-Underwritten Shelf Take-Down; provided, however that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $75,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within the Quarterly Blackout Period. The Investor shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by the Investor in addition to the other registration rights provided in Section 2 and this Section 2.4) or other offering3. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).:

Shelf Take-Downs. As soon as reasonably practicable after becoming eligible to use Form S-3, the Corporation will send notice to the holders of its intent to file a shelf registration statement on Form S-3 to register the Registrable Securities of any holder that wishes to have their Registrable Securities included therein. The Corporation will file a Registration Statement on Form S-3 to register the Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten days after notice has been given to the applicable holder. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 3 or Section 2.3 4 is effective, if the Holders’ Representative each Significant Investor Shareholder delivers a notice to the Company Corporation (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities (the aggregate amount of such Registrable Securities to be at least $50,000,000) included by the Holders it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating ), then, the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering, then the Company Corporation shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders pursuant to this Section 2.4) 4(c)). Notwithstanding any other provision of this Agreement, if the holder delivering a Take-Down Notice wishes to engage in a Block Sale, then notwithstanding the foregoing or any other offeringprovisions hereunder (including without limitation Sections 3 and 4 of this Agreement), no other holder shall be entitled to receive any notice of or have its Registrable Securities included in such Block Sale. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all Offering (other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).than a Block Sale):

Shelf Take-Downs. At any time that a A Holder of Shelf Registered Securities may sell pursuant to the Shelf Registration Statement covering from time to time in accordance with the plan of distribution set forth in the Shelf Registration Statement. A Holder or Holders of Shelf Registered Securities (other than any Holder with respect to Subscriber Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if Securities) may also request (the Holders’ Representative delivers “Shelf Public Offering Request”) that a notice to shelf take-down be in the Company form of an Underwritten Offering (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Public Offering”) or any other offering of such securities and stating if the number gross proceeds reasonably anticipated to be generated from the sale of the Registrable Shelf Registered Securities to be included (as determined in such good faith by the relevant Holders and their Underwriters) equals or exceeds $15,000,000. Promptly upon receipt of a Shelf Underwritten Public Offering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offering. In connection with any Shelf Underwritten OfferingRequest, the Company shall also deliver provide notice (the “Shelf Take-Down Notice to all other holders whose securities are included on Public Offering Notice”) of such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf proposed Underwritten Offering if (which notice shall state the material terms of such other holder notifies proposed Underwritten Offering, to the Proposing Holder and extent known, as well as the Company within 5 Business Days after delivery identity of the Shelf Take-Down Notice Public Offering Requesting Holder) to such the other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Holders holding Shelf Registered Securities (other than any Holder with respect to Subscriber Registrable Securities requested Securities). Such other Holders may, by written request to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in the Shelf Public Offering, within one Business Day after receipt of such Shelf Underwritten Public Offering exceeds the total number or dollar amount Notice, offer and sell up to all of such securities that can be included in such their Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution Registered Securities of the securities same class or series as the Shelf Registered Securities proposed to be included sold in such Shelf Underwritten Offering, then there . No Holder shall be included entitled to include any of its Registrable Securities in a Shelf Public Offering unless such Shelf Holder has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then selected in accordance with Section 2.1(d2.7(f); . The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Shelf Public Offering shall be approved by the Shelf Public Offering Requesting Holder. For the avoidance of doubt, (i) no Holder of Shelf Registered Securities shall have the right to participate in a shelf take-down by any other Holder other than in connection with a Shelf Public Offering and (Bii) if no Holder shall have the applicable right to participate in a Shelf Registration Statement was filed pursuant Public Offering with respect to Section 2.3, then in accordance with Section 2.3(b)Subscriber Registrable Securities.

Shelf Take-Downs. (a) At any time that a Shelf Registration Statement covering Registrable Securities pursuant (including the Resale Shelf Registration Statement) is effective (subject to Section 2.1, Section 2.2 or Section 2.3 is effectiveany contractual lock-up agreements then in effect), if the Holders’ Representative MDP delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the from such Shelf Registration Statement (a “Shelf Underwritten Offering”) of all or any other part of its Registrable Securities included by it on such Shelf Registration Statement, whether such offering of such securities is underwritten or non-underwritten, and stating the number of the its Registrable Securities to be included in such the Shelf Underwritten Offering or other offeringOffering, then the Company shall amend or supplement the such Shelf Registration Statement Statement, as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders pursuant to this Section 2.4) or other offering1.7). In connection with any Shelf Underwritten OfferingPromptly upon receipt of a Take-Down Notice (and in no event later than the second Business Day thereafter), the Company shall also deliver give written notice of the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement Potential Takedown Participants (including Blueapple in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery accordance with Section 11.01(a) of the Shelf LLC Agreement). No notice shall be required to be delivered to Blueapple or any Stockholder in connection with any Take-Down Notice indicating that MDP intends to engage in a non-unwritten transaction (e.g., a sale to a broker or market maker in a non-underwritten block trade). Any such other holder; and Take-Down Notice indicating that MDP intends to engage in the event that the managing underwriter(sa non-unwritten transaction (e.g., a sale to a broker or market maker in a non-underwritten block trade) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to must be so included in such Shelf Underwritten Offering(i) received by 5:00 p.m., together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect New York City Time, on the price, timing or distribution of Business Day prior to the securities proposed date on which such transaction is expected to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); occur and (Bii) if executed by MDP within three Business Days after such Take-Down Notice is received by the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b)Company.

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 2.1 is effective, if the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.42.3) or other offering. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement Shelf Registration Statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).

Shelf Take-Downs. At any time that a Shelf Registration Statement covering An underwritten offering or sale of Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten OfferingTake-Down”) or any other offering may be initiated by a Purchaser who is a Participating Holder (an “Initiating Shelf Take-Down Holder”), provided that (i) the aggregate amount of such securities and stating the number of the Registrable Securities to be included offered and sold in such Shelf-Take Down is reasonably expected to result in aggregate gross proceeds of not less than $50 million, (ii) the Shelf Underwritten Offering or other offeringRegistration Statement is on Form S-3 and (iii) at the time of the initial filing of the Shelf Registration Statement (or, then if the Shelf Registration Statement has been updated under Section 10(a)(3) of the Securities Act, at the time of the most recent update to the Shelf Registration Statement under Section 10(a)(3) of the Securities Act), the Company was eligible to conduct primary offerings on Form S-3 under General Instruction I.B.1 of Form S-3. Upon written request to the Company and subject to the final sentence of this Section 2.1(c), the Company shall amend or supplement the Shelf Registration Statement for such purpose as may be necessary soon as practicable. The Company shall send to each Participating Holder in order to enable the Shelf Registration Statement written notice of such Shelf Take-Down and, if within 5 days after the date of such notice, any such Participating Holder shall so request in writing, the Company shall include in such Shelf Take-Down all or any part of the Registrable Securities and Other Securities, as the case may be, such Participating Holder requests to be distributed pursuant included, subject to Section 2.6(a)(ii), it being understood the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by Company shall not be responsible for any other holders pursuant to this Section 2.4) underwriting discounts or other offering. In commissions in connection with any Shelf Underwritten OfferingTake-Down. Notwithstanding the foregoing or any other provisions of this Agreement: (i) if the Company furnishes to the Initiating Shelf Take-Down Holder a certificate signed by the Company’s principal executive officer that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for a Shelf Take-Down to be effected at such time, the Company shall also deliver have the right to defer such Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days for a period of not more than one hundred twenty (120) days after delivery receipt of the written request of the Initiating Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten OfferingHolder, together with all Other Securities provided that the Company and shall not exercise this deferral right more than once in any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(stwelve (12) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d)month period; and (Bii) if the applicable Company shall not be obligated to take any action to effect any Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(bTake-Down during the ninety (90) day period following the closing of any underwritten public offering of the Company’s securities (including a Shelf Take-Down).

Shelf Take-Downs. At any time that a A Holder of Shelf Registered Securities may sell pursuant to the Shelf Registration Statement covering Registrable from time to time in accordance with the plan of distribution set forth in the Shelf Registration Statement. A Holder or Holders of Shelf Registered Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if may also request (the Holders’ Representative delivers “Shelf Public Offering Request”) that a notice to shelf take-down be in the Company form of an Underwritten Offering (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Public Offering”) or any other offering of such securities and stating if the number gross proceeds reasonably anticipated to be generated from the sale of the Registrable Shelf Registered Securities to be included (as determined in such good faith by the relevant Holders and their Underwriters) equals or exceeds $15,000,000. Promptly upon receipt of a Shelf Underwritten Public Offering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offering. In connection with any Shelf Underwritten OfferingRequest, the Company shall also deliver provide notice (the “Shelf Take-Down Notice to all other holders whose securities are included on Public Offering Notice”) of such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf proposed Underwritten Offering if (which notice shall state the material terms of such other holder notifies proposed Underwritten Offering, to the Proposing Holder and extent known, as well as the Company within 5 Business Days after delivery identity of the Shelf Take-Down Notice Public Offering Requesting Holder) to such the other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount Holders holding Shelf Registered Securities. Such other Holders may, Table of Registrable Securities requested Contents by written request to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in the Shelf Public Offering, within one (1) Business Day after receipt of such Shelf Underwritten Public Offering exceeds the total number or dollar amount Notice, offer and sell up to all of such securities that can be included in such their Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution Registered Securities of the securities same class or series as the Shelf Registered Securities proposed to be included sold in such Shelf Underwritten Offering, then there . No Holder shall be included entitled to include any of its Registrable Securities in a Shelf Public Offering unless such Shelf Holder has complied with Section 3.19. The Underwriter or Underwriters selected for such Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then selected in accordance with Section 2.1(d); 3.6. The terms and (B) if the applicable Shelf Registration Statement was filed conditions of any customary underwriting or purchase arrangements pursuant to Section 2.3, then which Registrable Securities shall be sold in accordance with Section 2.3(b)a Shelf Public Offering shall be approved by the Shelf Public Offering Requesting Holder.

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 2 or Section 2.3 3 is effective, if the Holders’ Representative delivers Requisite Investor Groups (with respect to a Shelf Underwritten Offering) or each Investor Group (with respect to a Non-Underwritten Shelf Take-Down) may deliver a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of such securities and stating the number all or part of the its Registrable Securities to be included in such by it on the Shelf Underwritten Offering or other offeringRegistration Statement, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders pursuant to Section 3(b)) or Non-Underwritten Shelf Take-Down; provided, however that the Holders may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $50,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than four (4) Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within any Blackout Period. Each Investor Group shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by each Investor Group in addition to the other registration rights provided in Section 2 and this Section 2.4) or other offering3. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 3 or Section 2.3 4 (or otherwise) is effective, if the Holders’ Representative Corp Group Parent delivers a notice to the Company (each, a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of sell all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement (each, a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering), then then, the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offeringOffering. In connection with any Shelf Underwritten Offering, the Company shall also deliver including any Shelf Offering that is a Qualifying Offering, if the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and is underwritten, in the event that the managing underwriter(s) have informed the Company of such Shelf Offering advise such holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities requested securities proposed to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering sold exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering sold without having an adverse effect on the price, timing or distribution of the securities proposed Registrable Securities to be included, then the managing underwriter(s) may limit the number of Registrable Securities which would otherwise be included in such Shelf Underwritten Offering, then there shall Offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in such a registration; provided that each Shelf Underwritten Offering that is an Qualifying Offering initiated by Corp Group Parent shall be deemed to be a demand subject to the provisions of Section 3(a) (subject to Section 3(d)), and shall decrease by one the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed Demand Notices Corp Group Parent is entitled to pursuant to Section 2.1, then in accordance with Section 2.1(d3(e); and (B) provided, further, that a Take-Down Notice with respect to an underwritten offering may only be made if the applicable Shelf Registration Statement was filed pursuant sale of the Registrable Securities requested to Section 2.3, then be registered by such Shareholders is reasonably expected to result in accordance with Section 2.3(b)aggregate gross cash proceeds in excess of the Threshold Size.

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 2 or Section 2.3 3 is effective, if the Holders’ Representative delivers Investors may deliver a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of such securities and stating the number all or part of the its Registrable Securities to be included in such by it on the Shelf Underwritten Offering or other offeringRegistration Statement, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders pursuant to Section 3(b)) or Non-Underwritten Shelf Take-Down; provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $75,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within the Quarterly Blackout Period. The Investors shall be entitled to deliver an unlimited number of Take-Down Notices to effect a Non-Underwritten Shelf Take-Down with respect to the Registrable Securities held by it in addition to the other registration rights provided in Section 2 and this Section 2.4) or other offering3. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to Offering but subject in all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant respects to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).4:

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if the Holders’ Representative any Investor delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering), then the Company shall as promptly as practicable (and within five (5) days of such Take-Down Notice) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders Investors pursuant to Section 2.6(a)); provided, however, that Company shall not be obligated to effect any Shelf Underwritten Offering pursuant to this Section 2.42.6 if Investors holding Registrable Securities, together with the holders of any other securities of Company entitled to inclusion in such offering, propose to sell Registrable Securities and such other securities (if any) or at any aggregate price to the public of less than $1,000,000. Investors shall be entitled to request an unlimited number of shelf take-downs to effect a Shelf Underwritten Offering, if available to the Company, with respect to the Registrable Securities, in addition to the other offeringregistration rights provided in this Agreement, provided, however, Company shall not be required to facilitate more than four (4) Shelf Underwritten Offerings in any calendar year. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).:

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 Shares is effective, if the Holders’ Representative one or more Holders delivers a notice to the Company Corporation (each, a “Shelf Take-Down Notice”) stating that one or more of the Holders intends they intend to effect an underwritten offering of sell all or part of the their Registrable Securities Shares included by the Holders them on the such Shelf Registration Statement and the amount of gross proceeds to the selling Holders is reasonably expected to exceed $200,000,000 (each, a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering), then the Company Corporation shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, Shares to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offeringOffering. In connection with any Shelf Underwritten Offering, the Company including any Shelf Offering that is an underwritten offering: (i) such proposing Holder(s) shall also deliver the Shelf Take-Down Notice to all other holders whose securities are Holders included on such Shelf Registration Statement and permit each holder such other Holder to include its Other Securities Registrable Shares included on the shelf registration statement Shelf Registration Statement in the Shelf Underwritten Offering if such other holder Holder notifies the Proposing Holder proposing Holder(s) and the Company Corporation within 5 one (1) Business Days Day after delivery of the Shelf Take-Down Notice to such other holderHolder; and (ii) if the Shelf Offering is underwritten, in the event that the managing underwriter(s) have informed the Company of such Shelf Offering advise such other Holders in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can shares proposed to be sold exceeds the Maximum Number of Shares, then the managing underwriter(s) may limit the number of Registrable Shares which would otherwise be included in such Shelf Underwritten Offering without having an adverse effect Offering, allocated pro rata among such Holders on the price, timing or distribution basis of the securities proposed number of Registrable Shares that each such Holder has requested to be included in such Shelf Underwritten OfferingOffering (up to the Maximum Number of Shares). For the avoidance of doubt, then there shall a Take-Down Notice will not be included in such Shelf Underwritten Offering counted as a Demand Request. Notwithstanding the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offeringforegoing, at any time and such number of Registrable Securities and Other Securities shall be allocated (A) from time to time if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable a Shelf Registration Statement was filed covering Registrable Shares is effective, if a Holder wishes to engage in a Shelf Offering that is an underwritten or other coordinated registered, or “registered direct” offering not involving a “roadshow,” which is an offer commonly known as a “block trade” (a “Block Trade”), then notwithstanding the time periods provided for above, such Holder will deliver a Take-Down Notice to the Corporation of the Block Trade at least two (2) Business Days prior to the day such offering is to commence and the Corporation shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, however, that the Holder representing a majority of the Registrable Shares wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Corporation 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 to the contrary in this Agreement, Section 2.09 shall not apply to a Block Trade initiated by a Holder pursuant to Section 2.3this Agreement. The Holder initiating a Block Trade shall have the right to select the underwriters for such Block Trade (which shall consist of one or more reputable, then nationally recognized investment banks). Notwithstanding anything contained in accordance with Section 2.3(b)this Agreement to the contrary, the Corporation shall not be required to effect a Shelf Offering if the Corporation shall have effected a registration of shares of Common Stock pursuant to a Demand Request or Shelf Offering at any time during the immediately preceding ninety-day (90) period.

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to this Section 2.1, Section 2.2 or Section 2.3 6 is effective, if the Holders’ Representative any holder of Registrable Securities or group of such holders delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement shelf registration statement, whether such offering is underwritten or non-underwritten (provided, that such non-underwritten offering is for more than five million dollars ($5,000,000)) (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering or other offeringOffering, then the Company shall amend or supplement the Shelf Registration Statement shelf registration statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders of Registrable Securities pursuant to this Section 2.4) or other offering6.5). In connection with any Shelf Underwritten Offering, : the Company shall also deliver copies of the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement of Registrable Securities and permit each such holder to include its Other Registrable Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 five (5) Business Days after delivery of the Shelf Take-Down Notice to such other holder; , and in the event that the managing underwriter(s) have informed the Company in writing underwriter, if any, determines that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of shares which would otherwise be included in such takedown, timing or distribution the underwriter, if any, may limit the number of shares which would otherwise be included in such take-down offering in the securities proposed same manner as is described in Section 6.3.1 (Underwriter’s Cutback) with respect to a limitation of shares to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b)a registration.

Shelf Take-Downs. At any time Any Sponsor Demand Holder that owns Registrable Securities included in a Shelf Registration Statement covering may initiate an unlimited number of offerings or sales (which may be underwritten or non-underwritten) of all or part of such Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down NoticeDown”) stating that one or more ), and with respect to each Shelf Take-Down, each other Holders of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the in a Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering shall be entitled to sell up to their pro rata portion of such securities and stating the number of the Registrable Securities to that they previously requested be included in such Shelf Underwritten Offering or other offeringRegistration Statement, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant subject to the Shelf Underwritten Offering (taking into account H&F Priority Sell-Down. Notwithstanding anything herein to the inclusion contrary, for the avoidance of Other Securities by doubt, any other holders pursuant to this Section 2.4) or other offering. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice that is underwritten (other than a Marketed Underwritten Shelf Take-Down) will not count as a Demand Registration of the Sponsor that initiated such Shelf Take-Down. If such Shelf Take-Down is a Marketed Underwritten Shelf Take-Down, the non-initiating Holders of Registrable Securities will have the right to all other holders whose securities are sell in such Shelf Take-Down, subject to the H&F Priority Sell-Down, a pro rata portion of their Registrable Securities that they previously requested be included in such Shelf Registration Statement pursuant to, and in accordance with, the provisions applicable to Piggyback Registrations as set forth in Section 6.3. If such Shelf Take-Down is a Non-Marketed Underwritten Shelf Take-Down, none of the non-initiating Holders of Registrable Securities will have the right to sell in such Shelf Take-Down any of the Registrable Securities they previously had requested be included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b)Statement.

Shelf Take-Downs. At any time that a Shelf shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if the Holders’ Representative Stockholder delivers a notice Demand Notice to the Company Corporation (a Demand Notice pursuant to this Section 3.3, a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating ), then, subject to Section 3.4, the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering, then the Company Corporation shall amend or supplement the Shelf shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders pursuant to this Section 2.43.3) and otherwise use its reasonable best efforts to facilitate such Shelf Underwritten Offering as expeditiously as reasonably possible and in any event within ten (10) days after the receipt of the Take-Down Notice; provided that any Take-Down Notice shall be required to be in respect of at least $100 million in anticipated net proceeds in the aggregate. The Corporation shall not be obligated to take any action to effect any Shelf Underwritten Offering if a Demand Registration or other offeringa Shelf Underwritten Offering was consummated within the preceding ninety (90) days (unless otherwise consented to by the Board of Directors of the Company). In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).:

Shelf Take-Downs. At any time that a A Holder of Shelf Registered Securities may sell pursuant to the Shelf Registration Statement covering Registrable from time to time in accordance with the plan of distribution set forth in the Shelf Registration Statement. A Holder or Holders of Shelf Registered Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if may also request (the Holders’ Representative delivers “Shelf Public Offering Request”) that a notice to shelf take-down be in the Company form of an Underwritten Offering (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Public Offering”) or any other offering of such securities and stating if the number gross proceeds reasonably anticipated to be generated from the sale of the Registrable Shelf Registered Securities to be included (as determined in such good faith by the relevant Holders and their Underwriters) equals or exceeds $15,000,000. Promptly upon receipt of a Shelf Underwritten Public Offering or other offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offering. In connection with any Shelf Underwritten OfferingRequest, the Company shall also deliver provide notice (the “Shelf Take-Down Notice to all other holders whose securities are included on Public Offering Notice”) of such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf proposed Underwritten Offering if (which notice shall state the material terms of such other holder notifies proposed Underwritten Offering, to the Proposing Holder and extent known, as well as the Company within 5 Business Days after delivery identity of the Shelf Take-Down Notice Public Offering Requesting Holder) to such the other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested Holders holding Shelf Registered Securities. Such other Holders may, by written request to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in the Shelf Public Offering, within one (1) Business Day after receipt of such Shelf Underwritten Public Offering exceeds the total number or dollar amount Notice, offer and sell up to all of such securities that can be included in such their Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution Registered Securities of the securities same class or series as the Shelf Registered Securities proposed to be included sold in such Shelf Underwritten Offering, then there . No Holder shall be included entitled to include any of its Registrable Securities in a Shelf Public Offering unless such Shelf Holder has complied with Section 3.19. The Underwriter or Underwriters selected for such Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then selected in accordance with Section 2.1(d); 3.6. The terms and (B) if the applicable Shelf Registration Statement was filed conditions of any customary underwriting or purchase arrangements pursuant to Section 2.3, then which Registrable Securities shall be sold in accordance with Section 2.3(b)a Shelf Public Offering shall be approved by the Shelf Public Offering Requesting Holder.

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if the Holders’ Representative Designated Holder delivers a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders he intends to effect an underwritten offering of all or part of the his Registrable Securities included by the Holders on the Shelf Registration Statement Registration, whether such offering is underwritten or non-underwritten (provided that such underwritten offering is for more than $5,000,000) (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering or other offeringOffering, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering. As promptly as practicable, but in no event later than [two (2) Business Days] after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all Holders that have been identified as selling stockholders in such Shelf Registration Statement (or all Holders if the Company was permitted to omit the identified of selling stockholders pursuant to Rule 430B(b) under the Securities Act at the time such Shelf Registration Statement was initially filed) and, subject to the terms of Section 1.8 will include in such Shelf Offering (taking into account and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within [three (3)] days after the delivery of Other Securities by any other holders pursuant to this Section 2.4) or other offeringthe Company’s notice. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed ), if any, advises the Company in writing that it is their good faith in its opinion that the total amount number of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten OfferingOffering exceeds the number of Registrable Securities which can be sold therein without adversely affecting the marketability of the offering, then there shall such managing underwriter(s), if any, may limit the number of shares which would otherwise be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to same manner as is described in Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b)1.8.

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if the Holders’ Representative any Investor delivers a notice to the Company Parent (a “Shelf Take-Down Notice”) stating that one or more of the Holders it intends to effect an underwritten offering of all or part of the its Registrable Securities included by the Holders it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offering), then the Company Parent shall as promptly as practicable (and within five (5) days of such Take-Down Notice) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Registrable Securities by any other holders Investors pursuant to Section 2.6(a)); provided, however, that Parent shall not be obligated to effect any Shelf Underwritten Offering pursuant to this Section 2.42.6 if Investors holding Registrable Securities, together with the holders of any other securities of Parent entitled to inclusion in such offering, propose to sell Registrable Securities and such other securities (if any) or at any aggregate price to the public of less than $1,000,000. Investors shall be entitled to request an unlimited number of shelf take-downs to effect a Shelf Underwritten Offering, if available to the Parent, with respect to the Registrable Securities, in addition to the other offeringregistration rights provided in this Agreement, provided, however, Parent shall not be required to facilitate more than four (4) Shelf Underwritten Offerings in any calendar year. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b).:

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 is effective, if the Holders’ Representative Designated Holder delivers a written notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders he intends to effect an underwritten offering of all or part of the his Registrable Securities included by the Holders on the Shelf Registration Statement Registration, whether such offering is underwritten or non-underwritten (provided that such underwritten offering is for more than $5,000,000) (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such the Shelf Underwritten Offering or other offeringOffering, then then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering. As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all Holders that have been identified as selling stockholders in such Shelf Registration Statement (or all Holders if the Company was permitted to omit the identified of selling stockholders pursuant to Rule 430B(b) under the Securities Act at the time such Shelf Registration Statement was initially filed) and, subject to the terms of Section 1.8 will include in such Shelf Offering (taking into account and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) days after the delivery of Other Securities by any other holders pursuant to this Section 2.4) or other offeringthe Company’s notice. In connection with any Shelf Underwritten Offering, the Company shall also deliver the Shelf Take-Down Notice to all other holders whose securities are included on such Shelf Registration Statement and permit each holder to include its Other Securities included on the shelf registration statement in the Shelf Underwritten Offering if such other holder notifies the Proposing Holder and the Company within 5 Business Days after delivery of the Shelf Take-Down Notice to such other holder; and in the event that the managing underwriter(s) have informed ), if any, advises the Company in writing that it is their good faith in its opinion that the total amount number of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all Other Securities that the Company and any other Persons having rights to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten OfferingOffering exceeds the number of Registrable Securities which can be sold therein without adversely affecting the marketability of the offering, then there shall such managing underwriter(s), if any, may limit the number of shares which would otherwise be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to same manner as is described in Section 2.1, then in accordance with Section 2.1(d); and (B) if the applicable Shelf Registration Statement was filed pursuant to Section 2.3, then in accordance with Section 2.3(b)1.8.

Shelf Take-Downs. At (a)The Company shall use reasonable best efforts to qualify for registration on a Shelf Registration Statement on Form S-3 as promptly as possible following the occurrence of the Initial Public Offering. Without limiting the foregoing, once the Company is eligible to effect a registration of its securities on a Shelf Registration Statement (including on Form S-1), any Holder will have the right to elect in the Demand Notice for any Demand Registration to be made on a Shelf Registration Statement, in which event the Company shall file with the Commission, as promptly as reasonably practicable, but not later than forty (45) calendar days after receipt by the Company of such Demand Notice (subject to Section 6), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) days after such notice is given by the Company. (b)At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.1, Section 2.2 2 or Section 2.3 3 is effective, if the Holders’ Representative a Holder delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that one or more of the Holders intends to effect an underwritten offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in such Shelf Underwritten Offering or other offeringOffering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Other Securities by any other holders pursuant to this Section 2.4) or other offeringholders). In connection with any Shelf Underwritten Offering, the (c)The Company shall also deliver the Shelf Take-Down Notice to all other holders Holders whose securities are included on such Shelf Registration Statement and permit each holder Holder to include its Other Registrable Securities included on the shelf registration statement Shelf Registration Statement in the Shelf Underwritten Offering if such other holder Holder notifies the Proposing Holder and the Company within 5 five (5) Business Days after delivery of the Shelf Take-Down Notice to such other holder; Holder. (d)If a Shelf Underwritten Offering is being conducted and in the event that representative of the managing underwriter(s) have informed underwriters provides the Company and the other holders seeking to include securities in such offering in writing that it is their good faith opinion that a Cutback Notice, then the total amount number of Registrable Securities requested to be so included in such Shelf Underwritten Offering, together with all and Other Securities that the Company and any other Persons having rights sought to participate in such Shelf Underwritten Offering exceeds the total number or dollar amount of such securities that can be included in such Shelf Underwritten Offering without having an adverse effect on the price, timing or distribution of the securities proposed to be included in such Shelf Underwritten Offering, then there shall be included in such Shelf Underwritten Offering the number or dollar amount of such securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated (A) if the applicable Registration Statement was filed pursuant to Section 2.1, then for inclusion in accordance with Section 2.1(d2(c); and . (B) if the applicable Shelf e)All Registration Statement was filed Expenses incurred in connection with such registration requested pursuant to this Section 2.3, then in accordance with Section 2.3(b)4 shall be borne by the Company. 5 5.