Common use of Shelf Takedown Clause in Contracts

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 15,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds5,000,000]. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (other than a Block Trade, in which only the Demanding Holder shall be entitled to participate), within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this subsection 2.1.3 or subsection 2.2.1, a request by any Existing Holder(s) or New Holder(s) for a Shelf Underwritten Offering pursuant to this subsection 2.1.3 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of subsection 2.2.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this subsection 2.2.1 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.2.4) have actually been sold in connection therewith.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, and following any Holder(sapplicable Lock-up Period, any Holder (being in such case, a “Demanding Holder”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown NoticeTakedown. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.1.4, subject to Section 3.4 3.3 and Article IVARTICLE 4, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects expect to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 5,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata pro rata calculations in subsection subection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects expect to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 5,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata pro rata calculations in subsection subection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company. Under no circumstances shall the Company be obligated to effect more than (i) one Shelf Underwritten Offering pursuant to this subsection 2.1.3 at the request of one or more Sponsor Group Holders or (ii) an aggregate of three (3) Shelf Underwritten Offerings pursuant to this subsection 2.1.3 with respect to any or all Registrable Securities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.3.1 or 2.1.22.3.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 35,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Underwritten Offering Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Underwritten Shelf Underwritten Offering Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, and following any Holder(sapplicable Lock-Up Period, any Holder (being in such case, a “Demanding Holder”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) ); provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 15,000,000 from such Underwritten Shelf Underwritten Offering or Takedown (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such “Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsThreshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown NoticeTakedown. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 3.5 and Article ARTICLE IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders shareholders as are customary in underwritten offerings of securities. Holders in the aggregate may demand no more than two (2) Underwritten Offerings of securities by Shelf Takedowns pursuant to this subsection 2.1.3 in any twelve (12) months (the Company“Yearly Limit”) and no more than six (6) Underwritten Shelf Takedowns pursuant to this subsection 2.1.3 in the aggregate (the “Aggregate Limit”).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata pro rata calculations in subsection subection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.3.1 or 2.1.22.3.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 35,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Underwritten Offering Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Underwritten Shelf Underwritten Offering Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The Legacy Airspan Holders, on the one hand, and the Sponsor Holders, on the other hand, may each demand not more than two (2) Shelf Underwritten Offerings of securities by the Companypursuant to this subsection 2.1.3 in any twelve (12)-month period.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 15,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to a Block Trade requested pursuant to Section 2.5 or any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Lock-Up Period or the Private Placement Lock-Up Period, as applicable, within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following after (i) the effectiveness effective date of the shelf registration statement required by subsection 2.1.1 or 2.1.2Shelf and (ii) the Company is eligible to use Form S-3, any Holder(s) Holders may request to sell in an underwritten offering that is registered pursuant to the Shelf (a “Shelf Takedown”) all or a portion of their Registrable Securities in (1) having an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect anticipated aggregate gross proceeds offering price, net of Selling Expenses, in excess of $50,000,000 from such Shelf Underwritten Offering or (b2) reasonably expects to sell all of constituting the total aggregate Registrable Securities then held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsall Holders. All requests for a Shelf Underwritten Offering shall be made by giving written notice to Upon the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after Company’s receipt of any Shelf Takedown Noticesuch request, the Company shall (x) within three (3) days after the date such request is given, give written notice of such requested thereof (a “Shelf Underwritten Offering Takedown Demand Notice”) to all Holders other Holders than the Initiating Holders, if applicable, and any other holders of Registrable Securities equivalent securities that the Company is obligated to register pursuant to written contractual arrangements with such persons (the “Company Other Holders”); and (y) as soon as practicable, include in such underwritten Shelf Takedown all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company within ten (10) days after the Company sends the Shelf Takedown Demand Notice”) and, and in each case, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings limitations of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable SecuritiesSection 2.1(f). In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3Takedown, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-8 or Form S-4 under the Securities Act), during the seven (7) days prior to and the sixty (60) day period beginning on the date of pricing of such Shelf Takedown or such other period provided in the underwriting, placement or similar agreement executed in connection with such Shelf Takedown, provided that any such sixty (60) day or other period shall contain such representationsbe able to be waived by the applicable underwriter or placement agent. The Company shall not be obligated to effect, covenantsor to take any action to effect, indemnities and other rights and obligations of any Shelf Takedown pursuant to this Section 2.1(c) after the Company has effected two (2) Shelf Takedowns pursuant to this Section 2.1(c); provided that in no event shall the Company be obligated to effect more than one (1) Shelf Takedown in any twelve (12) month period. A Shelf Takedown is not be counted as “effected” for purposes of this Section 2.1(c) until such time as the applicable prospectus supplement has been filed with the SEC, unless the Initiating Holders withdraw their request for such Shelf Takedown and forfeit their right to one Shelf Takedown, in which case such Shelf Takedown shall be counted as “effected” for purposes of this Section 2.1(c); provided, that if such withdrawal is during a period the selling stockholders Company has deferred taking action pursuant to Section 2.1(f), then the Initiating Holders may withdraw their request for a Shelf Takedown and such Shelf Takedown will not be counted as are customary in Underwritten Offerings “effected” for purposes of securities by the Companythis Section 2.1(c).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2Section 2.3.1, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities then held by such Holder Holder(s) in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds5,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days Business Days (unless such offering is a Block Trade, then within two (2) Business Days) after receipt of any Shelf Takedown NoticeNotice (or, in the case of a Block Trade, a notice received by the Company pursuant to Section 2.5 hereof), the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4Section 2.1.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five three (53) days Business Days (or, in the case of a Block Trade, within one (1) Business Day) after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3Section 2.3.2, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this Section 2.3.2 or Section 2.1.1, a request by any Holders for a Shelf Underwritten Offering pursuant to this Section 2.3.2 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of Section 2.1.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this Section 2.3.2 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.1.4) have actually been sold in connection therewith.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (other than a Block Trade, in which only the Demanding Holder shall be entitled to participate), within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this subsection 2.1.3 or subsection 2.2.1, a request by any Existing Holder(s) or New Holder(s) for a Shelf Underwritten Offering pursuant to this subsection 2.1.3 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of subsection 2.2.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this subsection 2.2.1 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.2.4) have actually been sold in connection therewith.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection Section 2.1.1 or 2.1.2, any one or more Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement statement, including a Block Trade if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 100,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five Except with respect to a Block Trade requested pursuant to Section 2.5, within ten (510) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five ten (510) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection Section 2.1.3, subject to Section 3.4 3.5 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sHolder or Holders (the “Shelf Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 [●] from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds[●]. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to a Block Trade requested pursuant to Section 2.5, within five (5) business days Business Days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (the “Shelf Requesting Holders”), within five (5) days Business Days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are reasonably requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders shareholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The Legacy Jam City Holders, on the one hand, and the Sponsor Holders, on the other hand, may each demand not more than two (2) Shelf Underwritten Offerings of securities by the Companypursuant to this subsection 2.1.3 in any twelve (12)-month period.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sHolder or Holders (the “Shelf Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 30,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to a Block Trade requested pursuant to Section 2.5, within five (5) business days Business Days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (the “Shelf Requesting Holders”), within five (5) days Business Days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are reasonably requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following after a Shelf has been declared effective by the effectiveness of Commission, the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Sponsor may request to sell all or a any portion of their its Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement the Shelf (a each, an “Underwritten Shelf Underwritten OfferingTakedown”) ); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such Holder(s) offering shall include securities with a total offering price (aincluding piggyback securities and before deduction of underwriting discounts) reasonably expect aggregate gross proceeds expected to exceed, in excess of the aggregate, $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Underwritten Shelf Underwritten Offering Takedowns shall be made by giving written notice to the Company (at least 48 hours prior to the “public announcement of such Underwritten Shelf Takedown Notice”). Each Shelf Takedown Notice Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown NoticeTakedown. The Company shall enter into an underwriting agreement include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a form as is customary in Underwritten Offerings of securities by “Takedown Requesting Holder”) at least 24 hours prior to the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition public announcement of such Registrable SecuritiesUnderwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 10,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 5,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata pro rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.

Shelf Takedown. At Following the occurrence of an Event of Default, at any time and from time to time following the effectiveness date on which the Shelf Registration Statement becomes effective, at the request of a Selling Holder, the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or Partnership shall facilitate in the manner described in this Agreement a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement “takedown” sale from the Shelf Registration Statement (a “Shelf Takedown”), including, if requested by such Selling Holder, pursuant to an Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering , and the expected price range (net of underwriting discounts and commissions) Partnership shall, at the request of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSelling Holder, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by Managing Underwriter(s), which shall include, among other provisions, indemnities to the initiating Holder(s) after consultation with effect and to the Company extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters Managing Underwriter(s) in order to expedite or facilitate the disposition Shelf Takedown, including the participation by the Partnership’s management in roadshows related to such Shelf Takedown if requested in writing by Holders of a majority of the Registrable Securities to be included in such Shelf Takedown. There shall be no limit on the number of Shelf Takedowns requested by the Holders hereunder. In no event shall the Partnership be required to do more than four Underwritten Offerings hereunder; provided, however that in the event that the Managing Underwriter(s) of such offering, in their good faith opinion, advise the Partnership and the Holders who have made a request to include Registrable Securities in such offering, that the inclusion of all or some of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 Securities would adversely and Article IV, materially affect the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations success of the Company offering, and less than 80% of the selling stockholders as are customary Registrable Securities sought to be included in Underwritten Offerings of securities such offering by the CompanyHolders are included in such consummated offering, then such offering shall not count for purposes of the limitation on the number of Underwritten Offerings.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.3.1 or 2.1.22.3.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) ); provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days Business Days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in provisions of subsection 2.2.42.1.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.32.3.3, subject to Section 3.4 subsection 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 75,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 40,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The P3 Holders, may demand not more than three (3)Shelf Underwritten Offerings of securities by the Companypursuant to this subsection 2.1.3 in any twelve (12)-month period. The Sponsor Holders may demand not more than two (2) Shelf Underwritten Offerings pursuant to this subsection 2.1.3 in any twelve (12)-month period.

Shelf Takedown. At ‌ Subject to any applicable restrictions on transfer in this Agreement or otherwise, at any time and from time during the Shelf Period (subject to time following any Suspension Period), by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sPreferred Investor or Preferred Investors holding Registrable Securities that, in the aggregate, have market value in excess of $200 million (each such Preferred Investor, a “Takedown Requesting Investor”) may make a written request (a “Shelf Takedown Request”) to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering or (b) reasonably expects to sell all Registration Statement, which request shall state the number of the Registrable Securities held by such Holder to be included in such Public Offering, and as soon as reasonably practicable, the Company shall, subject to the other applicable provisions of this Agreement, amend or supplement the Shelf Registration Statement as necessary for such purpose; provided that the Company shall not be obligated to effect more than one Shelf Takedown Request during any 12-month period or more than two Shelf Takedown Requests during the Shelf Period, and the Company shall not be obligated to effect any Underwritten Offering Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) thereof, is less than $200 million.‌ Subject to any applicable restrictions on transfer in this Agreement or otherwise, promptly upon receipt of a Shelf Takedown Request (but in no event for less more than $10,000,000 five Business Days thereafter (or such shorter period as may be reasonably requested in aggregate gross proceeds. All requests for a connection with an underwritten “block trade”)) specifying an Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each Preferred Investor with Registrable Securities covered by the applicable Shelf Registration Statement (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in such requested Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andThe Company, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4Section 6.2(c) below, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an‌ Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than such percentage specified by such Potential Takedown Participant) of the closing price for the Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , but subject to the Participation Conditions (to the extent applicable) and Section 6.2(c) and Section 6.2(d) below, all determinations as is customary in to whether to complete any Underwritten Offerings Shelf Takedown and as to the timing, manner, price and other terms of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, 6.2(b) shall be determined by the underwriting agreement into which each Holder and Takedown Requesting Investors. If the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of managing underwriter(s) for a requested Underwritten Shelf Takedown advise the Company and the selling stockholders Takedown Requesting Investors that in their reasonable view the number of Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Takedown Requesting Investors (the “Maximum Offering Size”), then the Company shall so advise any Potential Takedown Participant electing to participate in such Underwritten Shelf Takedown, and shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold, allocated, if necessary for the offering not to exceed the Maximum Offering Size. The number of Registrable Securities included in such Underwritten Shelf Takedown will be allocated among the Potential Takedown Participants as are customary in Underwritten Offerings of securities by the Company.follows:‌

Shelf Takedown. At any time and from time to time following after the effectiveness effective date of the shelf registration statement required by subsection 2.1.1 or 2.1.2Shelf, any Holder(s) Holders may request to sell in an underwritten offering that is registered pursuant to the Shelf (a “Shelf Takedown”) all or a portion of their Registrable Securities (1) having an anticipated aggregate offering price, net of Selling Expenses, in an Underwritten Offering that excess of $25,000,000 or (2) constituting the total aggregate Registrable Securities then held by all Holders. Upon the Company’s receipt of any such request, the Company shall (x) within three (3) days after the date such request is registered pursuant to such shelf registration statement given, give notice thereof (a “Shelf Underwritten OfferingTakedown Demand Notice”) provided that to all Holders other than the Initiating Holders, if applicable; and (y) as soon as practicable, include in such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Shelf Underwritten Offering or (b) reasonably expects to sell Takedown all of the Registrable Securities held that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company within ten (10) days after the “Company sends the Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Demand Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andand in each case, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings limitations of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable SecuritiesSections 2.1(f). In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3Takedown, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter not effect in a primary offering (or, if requested by the managing underwriter(s) of such Shelf Takedown, any secondary offering) any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-8 or Form S-4 under the Securities Act), during the seven (7) days prior to and the ninety (90) day period beginning on the date of pricing of such Shelf Takedown or such other period provided in the underwriting, placement or similar agreement executed in connection with such Shelf Takedown. The Company shall contain such representationsnot be obligated to effect, covenantsor to take any action to effect, indemnities and other rights and obligations of any Shelf Takedown pursuant to this Section 2.1(c) after the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Companyhas effected two (2) Shelf Takedowns pursuant to this Section 2.1(c).

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.3.1 or 2.1.22.3.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) ); provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 15,000,000 from such Underwritten Shelf Underwritten Offering or Takedown (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such “Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsThreshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five three (53) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Underwritten Offering Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.42.1.5, shall include in such Underwritten Shelf Underwritten Offering Takedown, all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown NoticeNotice or, in the case of a Block Trade or an Other Coordinated Offering, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.3.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders shareholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds from all Holders participating in excess of $50,000,000 from such Shelf Underwritten Offering to exceed $10,000,000 or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five Except with respect to a Block Trade requested pursuant to Section 2.5, within two (52) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five four (54) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 35,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At The Investors shall be entitled, at any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2when a Registration Statement is effective, any Holder(s) may request to sell all or a portion of their such Registrable Securities in an Underwritten Offering that is as are then registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) Registration Statement, in any manner as provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written its notice to the Company (the including in any underwritten offering, if so requested) (each such sale, a “Shelf Takedown NoticeTakedown”). Each ; provided, that, (i) if such Shelf Takedown Notice is to be underwritten (an “Underwritten Shelf Takedown”), the Investor shall specify provide the approximate Company at least thirteen (13) Business Days’ written notice prior to the expected closing of such Underwritten Shelf Takedown (it being understood and agreed that, notwithstanding anything to the contrary herein, there shall be no aggregate limit to the number of Registrable Securities proposed Underwritten Shelf Takedowns that may be required to be sold consummated hereunder (except that the parties hereto agree that no more than three (3) Underwritten Shelf Takedowns may be required to be consummated hereunder in any twelve (12)-month period)) and (ii) if such takedown does not involve an Underwritten Shelf Takedown (a “Non-Underwritten Shelf Takedown”), the Shelf Underwritten Offering and Investors shall provide the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Company at least five (5) business days after receipt Business Days’ written notice prior to the expected closing of any such Non-Underwritten Shelf Takedown Notice(it being understood and agreed that, notwithstanding anything to the contrary herein, there shall be no limit to the number of Non-Underwritten Shelf Takedowns that may be required to be consummated hereunder). The Investor shall give the Company shall give prompt written notice after the consummation of such requested each Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the CompanyTakedown.

Shelf Takedown. (a) At any time after the expiration of the Lock-up Period, and from time-to-time to time following thereafter, and during the effectiveness Effectiveness Period (except during a Suspension Period), the Initiating Holders may notify the Company in writing (the “Takedown Request”) of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) may request their intent to sell all or a portion of their Registrable Securities covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect ). Such notice shall specify the aggregate gross proceeds number of Registrable Securities requested to be registered in excess of $50,000,000 from such Shelf Underwritten Offering Offering. Upon receipt by the Company of such notice, the Company shall deliver a written notice (a “Takedown Notice”) to each Holder, who did not make such Takedown Request informing each such Holder of its right to include Registrable Securities in such Shelf Underwritten Offering. Within five (5) Business Days after receipt of a Takedown Notice, each Holder who received such Takedown Notice shall have the right to request in writing that the Company include all or (b) reasonably expects to sell all a specific portion of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but and the Company shall include such Registrable Securities in no event for less than $10,000,000 in aggregate gross proceedssuch Shelf Underwritten offering. All requests for a The underwriters of such Shelf Underwritten Offering shall be made one or more underwriting firms of nationally recognized standing selected by giving written notice the Initiating Holders and reasonably acceptable to the Company (the “Shelf Takedown Notice”)Company. Each Shelf Takedown Notice shall specify the approximate number The right of Registrable Securities proposed each other Holder to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include securities in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter be conditioned upon such Holder entering into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations representative of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Companyunderwriter or underwriters selected pursuant hereto.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, and following any Holder(sapplicable Lock-up Period, any Holder (being in such case, a “Demanding Holder”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown NoticeTakedown. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.1.4, subject to Section 3.4 3.3 and Article ARTICLE IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 [50,000,000] from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this subsection 2.1.3 or subsection 2.2.1, a request by any Existing Holder(s) or New Holder(s) for a Shelf Underwritten Offering pursuant to this subsection 2.1.3 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of subsection 2.2.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this subsection 2.2.1 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.2.4) have actually been sold in connection therewith.

Shelf Takedown. At ‌ Subject to any applicable restrictions on transfer in this Agreement or otherwise, at any time and from time during the Shelf Period (subject to time following any Suspension Period), by notice to the effectiveness Company specifying the intended method or methods of the shelf registration statement required by subsection 2.1.1 or 2.1.2disposition thereof, any Holder(sPreferred Investor or Preferred Investors holding Registrable Securities that, in the aggregate, have market value in excess of $200 million (each such Preferred Investor, a “Takedown Requesting Investor”) may make a written request (a “Shelf Takedown Request”) to sell the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of their such holder’s Registrable Securities in an Underwritten Offering that is may be registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from under such Shelf Underwritten Offering or (b) reasonably expects to sell all Registration Statement, which request shall state the number of the Registrable Securities held by such Holder to be included in such Public Offering, and as soon as reasonably practicable, the Company shall, subject to the other applicable provisions of this Agreement, amend or supplement the Shelf Registration Statement as necessary for such purpose; provided that the Company shall not be obligated to effect more than one Shelf Takedown Request during any 12-month period or more than two Shelf Takedown Requests during the Shelf Period, and the Company shall not be obligated to effect any Underwritten Offering Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) thereof, is less than $200 million.‌ Subject to any applicable restrictions on transfer in this Agreement or otherwise, promptly upon receipt of a Shelf Takedown Request (but in no event for less more than $10,000,000 five Business Days thereafter (or such shorter period as may be reasonably requested in aggregate gross proceeds. All requests for a connection with an underwritten “block trade”)) specifying an Underwritten Shelf Underwritten Offering shall be made by giving written notice to Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each Preferred Investor with Registrable Securities covered by the applicable Shelf Registration Statement (each, a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in such requested Underwritten Shelf Takedown such number of Registrable Securities proposed to be sold as each such Potential Takedown Participant may request in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offeringwriting. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andThe Company, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4Section 6.2(c) below, shall include in the Underwritten Shelf Takedown all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three Business Days (5or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) days after sending the Company date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than such percentage specified by such Potential Takedown Participant) of the closing price for the Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown‌ Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , but subject to the Participation Conditions (to the extent applicable) and Section 6.2(c) and Section 6.2(d) below, all determinations as is customary in to whether to complete any Underwritten Offerings Shelf Takedown and as to the timing, manner, price and other terms of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, 6.2(b) shall be determined by the underwriting agreement into which each Holder and Takedown Requesting Investors. If the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of managing underwriter(s) for a requested Underwritten Shelf Takedown advise the Company and the selling stockholders Takedown Requesting Investors that in their reasonable view the number of Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Takedown Requesting Investors (the “Maximum Offering Size”), then the Company shall so advise any Potential Takedown Participant electing to participate in such Underwritten Shelf Takedown, and shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold, allocated, if necessary for the offering not to exceed the Maximum Offering Size. The number of Registrable Securities included in such Underwritten Shelf Takedown will be allocated among the Potential Takedown Participants as are customary in Underwritten Offerings of securities by the Company.follows:‌

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At Subject to the provisions of Section 2(a)(ii), the Initiating Holders may, at any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2time, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement writing (a “Shelf Underwritten OfferingTakedown Request”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of which request shall specify the Registrable Securities held intended to be disposed of by such Holder in Initiating Holders and the intended method of distribution thereof (which may, for the avoidance of doubt, include an Underwritten Shelf Takedown)) to sell pursuant to a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) Registrable Securities of such Initiating Holders available for sale pursuant to such Shelf Underwritten Offering Registration Statement. Promptly upon receipt (but in no event for less more than $10,000,000 in aggregate gross proceeds. All requests for three (3) Business Days thereafter) of a Shelf Takedown Request involving an Underwritten Offering shall be made by giving written notice to Shelf Takedown, the Company shall deliver a notice (the a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement (each a “Potential Takedown Participant”). Each The Shelf Takedown Notice shall specify offer each such Potential Takedown Participant the approximate opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities proposed as each such Potential Takedown Participant may request in writing. Subject to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeSection 2(a)(vi), the Company shall give written notice of such requested Shelf include in the Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in all such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, therein within five three (53) days Business Days after sending the Company date that the Shelf Takedown Notice has been delivered. Notwithstanding the delivery of any Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form , all determinations as is customary in to whether to complete any Underwritten Offerings Shelf Takedown and as to the timing, manner, price and other terms of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.3Section 2(a)(iv) shall be determined by the Initiating Holders; provided that if such Underwritten Shelf Takedown is to be completed, subject to Section 3.4 and Article IV2(a)(vi), each Potential Takedown Participant’s Registerable Securities shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary requirements set forth in Underwritten Offerings of securities by the Companythis Section 2(a)(iv).

Shelf Takedown. At any time and from time to time following after (i) the effectiveness effective date of the shelf registration statement required by subsection 2.1.1 or 2.1.2Shelf and (ii) the Company is eligible to use Form S-3, any Holder(s) Holders may request to sell in an underwritten offering that is registered pursuant to the Shelf (a “Shelf Takedown”) all or a portion of their Registrable Securities (1) having an anticipated aggregate offering price, net of Selling Expenses, in an Underwritten Offering that excess of $30,000,000 or (2) constituting the total aggregate Registrable Securities then held by all Holders. Upon the Company’s receipt of any such request, the Company shall (x) within three (3) days after the date such request is registered pursuant to such shelf registration statement given, give notice thereof (a “Shelf Underwritten OfferingTakedown Demand Notice”) provided to all Holders other than the Initiating Holders, if applicable, and any other holders of equivalent securities that the Company is obligated to register pursuant to written contractual arrangements with such Holder(spersons (the “Other Holders”); and (y) (a) reasonably expect aggregate gross proceeds as soon as practicable, include in excess of $50,000,000 from such underwritten Shelf Underwritten Offering or (b) reasonably expects to sell Takedown all of the Registrable Securities held that the Initiating Holders requested to be registered and any additional Registrable Securities or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice or Other Holder to the Company within ten (10) days after the “Company sends the Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Demand Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andand in each case, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings limitations of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable SecuritiesSection 2.1(f). In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3Takedown, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-8 or Form S-4 under the Securities Act), during the seven (7) days prior to and the sixty (60) day period beginning on the date of pricing of such Shelf Takedown or such other period provided in the underwriting, placement or similar agreement executed in connection with such Xxxxx Xxxxxxxx, provided that any such sixty (60) day or other period shall contain such representationsbe able to be waived by the applicable underwriter or placement agent. The Company shall not be obligated to effect, covenantsor to take any action to effect, indemnities and other rights and obligations of any Shelf Takedown pursuant to this Section 2.1(c) after the Company has effected two (2) Shelf Takedowns pursuant to this Section 2.1(c); provided that in no event shall the Company be obligated to effect more than one (1) Shelf Takedown in any twelve (12) month period. A Shelf Takedown is not be counted as “effected” for purposes of this Section 2.1(c) until such time as the applicable prospectus supplement has been filed with the SEC, unless the Initiating Holders withdraw their request for such Shelf Takedown and forfeit their right to one Shelf Takedown, in which case such Shelf Takedown shall be counted as “effected” for purposes of this Section 2.1(c); provided, that if such withdrawal is during a period the selling stockholders Company has deferred taking action pursuant to Section 2.1(f), then the Initiating Holders may withdraw their request for a Shelf Takedown and such Shelf Takedown will not be counted as are customary in Underwritten Offerings “effected” for purposes of securities by the Company.this Section 2.1(c). (d)

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.2.1 or 2.1.22.2.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Underwritten Shelf Underwritten OfferingTakedown”) provided ); provided, that such Holder(s) (a) reasonably expect expects aggregate gross proceeds in excess of $50,000,000 35,000,000 from such Underwritten Shelf Underwritten Offering Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Underwritten Offering Takedown but in no event for less than $10,000,000 in aggregate gross proceedsproceeds (the “Shelf Threshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Underwritten Offering Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.42.1.4, shall include in such Underwritten Shelf Underwritten Offering Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with mutual agreement between the Company and a majority of the Holders who delivered a Shelf Takedown Notice (provided, that if such majority Holders shall have proposed two (2) Underwriters and the Company shall have rejected both such Underwriters, then such majority Holders shall be entitled to select the Underwriter) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.2.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, and following any Holder(sapplicable Lock-up Period, any Holder (being in such case, a “Demanding Holder”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 50 million from such Underwritten Shelf Underwritten Offering or Takedown (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such “Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsThreshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five (5) business days after receipt of any Shelf Takedown Notice, the The Company shall give written notice have the right to select the Underwriter or Underwriters for any Underwritten Shelf Takedown, which shall consist of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Noticeone or more reputable nationally recognized investment banks. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.1.4, subject to Section 3.4 3.3 and Article ARTICLE IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to effect an Underwritten Offerings of Shelf Takedown if the Board determines in its reasonable good faith judgment that such Underwritten Shelf Takedown would (i) materially interfere with a significant acquisition, corporate organization, financing, securities by offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. The Holders, in the aggregate, may not demand more than two (2) Underwritten Shelf Takedowns in any twelve (12) month period.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company. Notwithstanding anything to the contrary set forth in this subsection 2.1.3 or subsection 2.2.1, a request by any Existing Holder(s) or New Holder(s) for a Shelf Underwritten Offering pursuant to this subsection 2.1.3 shall count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of subsection 2.2.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such Holders pursuant to this subsection 2.2.1 (after giving effect to any to reductions consistent with the Pro Rata calculations in Section 2.2.4) have actually been sold in connection therewith.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection Section 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade if the Company files a Form S-3 Shelf and is eligible to use Form S-3 for secondary sales (a “Shelf Underwritten Offering”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsOffering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to a Block Trade requested pursuant to Section 2.5, within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection Section 2.1.3, subject to Section 3.4 3.5 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 75,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 40,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The P3 Holders, may demand not more than three (3)Shelf Underwritten Offerings of securities by the Companypursuant to this subsection 2.1.3 in any twelve (12)-month period. The Sponsor Holders may demand not more than two (2) Shelf Underwritten Offerings pursuant to this subsection 2.1.3 in any twelve (12)-month period.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, including a Block Trade (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect expects aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown NoticeNotice (or within one (1) business day with respect to a request for a Block Trade), the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, within one (1) business day after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement statement, (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds10,000,000. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within Except with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Lock-Up Period or the Private Placement Lock-Up Period, as applicable, within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Company.

Shelf Takedown. 3.2.5.1. At any time and from time after the Lock-Up Period that PubCo has an effective Shelf Registration Statement with respect to time following the effectiveness of the shelf registration statement required a Holder’s Registrable Securities, by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify PubCo specifying the approximate number of Registrable Securities to be sold and the intended method or methods of disposition thereof, such Holder may make a written request (a “Shelf Takedown Request” and such Holder, the “Requesting Holder”) to PubCo to effect a Public Offering pursuant to a Shelf Takedown, of all or a portion of such Holder’s Registrable Securities that may be registered under such Shelf Registration Statement, and as soon as practicable PubCo shall amend or supplement the Shelf Registration Statement as necessary for such purpose, provided, that PubCo shall only be obligated to effect an Underwritten Public Offering if such offering: (i) shall include Registrable Securities proposed to be sold by the Requesting Holder(s), either individually or together with other Requesting Holders, with a total offering price reasonably expected to exceed, in the aggregate, $10 million (the “Minimum Takedown Threshold”), or (ii) is comprised of all remaining Registrable Securities held by the Requesting Holder. Promptly upon receipt of a Shelf Takedown Request (but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for any Underwritten Offering and Shelf Takedown, PubCo shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the expected applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each, a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing. PubCo shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which PubCo has received written requests for inclusion therein within three (3) Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price range per share (net of underwriting after giving effect to any underwriters’ discounts and or commissions) to such Potential Takedown Participant of not less than a percentage of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate, as specified in such Potential Takedown Participant’s request to participate in such Underwritten Shelf Underwritten OfferingTakedown (the “Participation Conditions”). Within five (5) business days after receipt Notwithstanding the delivery of any Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the Company timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.3 shall give written notice of such requested Shelf Underwritten Offering to all other be determined by the Requesting Holders holding majority of Registrable Securities (to be included in the “Company Underwritten Shelf Takedown, provided, that the underwriter for such Underwritten Shelf Takedown Notice”) andshall consist of one or more reputable nationally recognized investment banks, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4PubCo’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Subject to Sections 3.2.3.2 and 3.2.4, PubCo shall include in such Underwritten Shelf Underwritten Offering Takedown, all such Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company and shall take all such other reasonable actions as that are requested to be included therein by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the CompanyPotential Takedown Participants.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 2.3.1 or 2.1.22.3.2, any Holder(s) Holder may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a an “Underwritten Shelf Underwritten OfferingTakedown”) provided ), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 15,000,000 from such Underwritten Shelf Underwritten Offering or Takedown (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such “Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceedsThreshold”). All requests for a an Underwritten Shelf Underwritten Offering Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Underwritten Offering Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Underwritten OfferingTakedown. Within five three (53) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Underwritten Offering Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.42.1.5, shall include in such Underwritten Shelf Underwritten Offering Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade or an Other Coordinated Offering, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with the Company Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Underwritten Offering Takedown contemplated by this subsection 2.1.32.3.3, subject to Section 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings underwritten offerings of securities by the Companysecurities.

Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2, any Holder(sHolder or Holders (the “Shelf Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) ), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 [●]1 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event for less than $10,000,000 in aggregate gross proceeds[●]2. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) [●] business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the Pro Rata calculations in subsection Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion thereintherein (the “Shelf Requesting Holders”), within five (5) [●] business days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) Company after consultation with the Company initiating Holders and shall take all such other reasonable actions as are reasonably requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.4 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company. 1 Note to Draft: Amount to be mutually agreed by the parties. 2 Note to Draft: Amount to be mutually agreed by the parties.