Common use of Underwritten Offering Clause in Contracts

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this AgreementSections 2.4 and 3.4 hereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject At any time and from time to time following the provisions effectiveness of subsection 2.1.4 and Section 2.3 of this Agreementthe Registration Statement required by subsections 2.1.1 or 2.1.2, any Demanding Holder may make request to sell all or a written demand for portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering underwritten offering that is registered pursuant to a such Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten provided that such Holder(s) (10a) days reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Company’s Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) business days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Demand, notify, in writing, Offering (the “Company Underwritten Demand Notice”) to all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.1.5, shall include in such Underwritten Offering pursuant all Registrable Securities with respect to an which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the CompanyNotice. Upon receipt by the The Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of securities by the Company with the Underwriter(smanaging Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) selected for 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 Offering contemplated by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoingthis subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company is not shall enter shall contain such representations and warranties, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1.3 with respect to any or all Registrable Securities held by such Holders and is not obligated (y) more than two (2) Underwritten Offerings per year pursuant to effect this subsection 2.1.3; provided, however, that an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingDemand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.5 and Section 2.3 of this Agreement2.4 hereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement or subsection 2.1.2 (an “Underwritten Demand”). The Company shall, within ten three (103) days Business Days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 2.1.4, with two (2) Underwritten Offerings reserved explicitly for the Engaged Capital Demanding Holders] and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.1.4 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement2.3, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of this subsection 2.1.4 2.1.3 and Section 2.3 of this Agreement2.4, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) (in each case, which shall consist of one or more reputable nationally recognized investment banks) selected for such Underwritten Offering by a majority-in-interest of the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to (i) effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to or (ii) effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement hereof (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 2.1.1, which written demand shall describe the number and type of this Agreement Registrable Securities to be included in such Underwritten Offering and the intended method(s) of distribution thereof (an “Underwritten Demand”). The Company shall, within ten (10) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect 2.1.3, (ii) an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingOffering and (iii) an Underwritten Offering unless the reasonably expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Underwritten Offering are at least $[●].

Underwritten Offering. Subject to In the provisions event that following the expiration of subsection 2.1.4 and Section 2.3 of this Agreementany applicable lockup period, any Demanding Holder may make a written demand for an Underwritten Offering pursuant or group of Holders elects to dispose of Registrable Securities under a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes Offering of all or a portion part of such Holder’s Registrable Securities that are registered by such Registration Statement (a “Demand Registration”) and reasonably expects aggregate gross proceeds in excess of $25,000,000 (the “Minimum Amount”) from such Underwritten Offering, then the Company shall, upon the written demand of such Holder or group of Holders (any such Holder, a “Requesting Demanding Holder” and, collectively, the “Demanding Holders”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Underwriter(s) managing Underwriter or Underwriters selected for such Underwritten Offering by the Company after consultation with the Demanding Holders initiating 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; provided, however, that the Company shall have no obligation to facilitate or participate in more than (i) one (1) Underwritten Offering at the request of Demanding Holders that are a member of the Sponsor Group, and (ii) one (1) Underwritten Offering at the request of Demanding Holders that are not members of the Sponsor Group. The Company shall give prompt written notice to each other Holder regarding any such proposed Underwritten Offering, and such notice shall offer such Holder the opportunity to include in the Underwritten OfferingOffering such number of Registrable Securities as each such Holder may request. Notwithstanding Each such Holder shall make such request in writing to the foregoingCompany within five (5) Business Days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder. In connection with any Underwritten Offering contemplated by this subsection 2.1.2, the underwriting agreement into which each Demanding Holder and the Company is not obligated shall enter shall contain such representations, covenants, indemnities (subject to effect more Sections 4.1 and 4.2) and other rights and obligations as are customary in underwritten offerings of equity securities. No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than an aggregate representations, warranties or agreements regarding such Demanding Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 distribution and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offeringany other representation required by law.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement hereof (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject At any time and from time to time after the provisions expiration of subsection 2.1.4 and Section 2.3 of this any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, any Holder holding at least 25% of the then outstanding number of Registrable Securities may request to sell all or a portion of their Registrable Securities (a “Demanding Holder may make a written demand for Holder”) in an Underwritten Offering that is registered pursuant to a such Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The All requests for an Underwritten Offering shall be made by giving written notice to the Company shall, within ten (10the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) days of the Company’s such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Demand, notify, in writing, Offering (the “Company Underwritten Demand Notice”) to all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering pursuant all Registrable Securities with respect to an which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the CompanyNotice. Upon receipt by the The Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of securities by the Company with the Underwriter(smanaging Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) selected for 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 Offering contemplated by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoingthis Section 2.1(c), subject to Section 3.3 and ARTICLE IV, the underwriting agreement into which each Holder and the Company is not shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1.3 Section 2.1(c) with respect to any or all Registrable Securities held by such Holders and is not obligated (y) more than two (2) Underwritten Offerings per year pursuant to effect this Section 2.1(c); provided, however, that an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingDemand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject Following the expiration of the Lock-up Period and the Private Placement Lock-up Period, as applicable, (i) the Company Shareholder, (ii) Sponsor, (iii) the Sponsor Members and SPAC Anchor Investors holding at least 15% of the Registrable Securities, or (iv) a majority in interest of the Holders of Private Placement Warrants (or underlying securities), respectively, may, subject to the provisions of subsection 2.1.4 2.2.4 and Section 2.3 3.4 hereof, advise the Company as part of this Agreementa Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, any Demanding Holder may make including a written demand for Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering pursuant if the aggregate gross proceeds of the Registrable Securities proposed to a Registration Statement filed be sold by the Demanding Holders in such Underwritten Offering, either individually or together with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”)other Demanding Holders, is reasonably expected to exceed $30,000,000. The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders right of such demand, and each Holder who thereafter wishes Demanding Holders or Requesting Holder(s) (if any) to include all or a portion of such Holder’s their Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand shall be conditioned upon such Demanding Holders’ or Requesting Holder(s)’ (each such Holder that includes all or a portion of such Holder’s Registrable Securities if any) participation in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if . The Company and all such offering is an overnight Demanding Holders or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders (if any) proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.2.3 shall enter into an underwriting agreement in customary form form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Underwritten Offering. Notwithstanding Demand Registration with the foregoing, written consent of the Company is (such consent not to be unreasonably withheld, delayed or conditioned). Under no circumstances shall the Company be obligated to effect more than (i) an aggregate of three (3) Underwritten Offerings pursuant at the demand of the Sponsor, Sponsor Members, and SPAC Anchor Investors and (ii) an aggregate of three (3) Underwritten Offerings at the demand of the Company Shareholder, which for the avoidance of doubt would count as a demand registration under Subsection 2.2.1; provided, that if an Underwritten Offering is commenced but terminated prior to this subsection 2.1.3 and is the pricing thereof for any reason, such Underwritten Offering will not obligated to effect be counted as an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingSection 2.2.3.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 2.1.1, which written demand shall describe the number and type of this Agreement Registrable Securities to be included in such Underwritten Offering and the intended method(s) of distribution thereof (an “Underwritten Demand”). The Company shall, within ten (10) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect (ii) an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.3 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two five (25) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company in consultation with the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.2 in any twelve (12)-month period, (ii) more than an aggregate of four (4) Underwritten Offerings pursuant to this section 2.1.3 and is not obligated to effect in total, (iii) an Underwritten Offering pursuant to this subsection 2.1.3 2.1.2 within ninety (90) days after the closing of an Underwritten OfferingOffering or (iv) an Underwritten Offering unless the reasonably expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Underwritten Offering are at least $75,000,000 (the “Minimum Amount”).

Underwritten Offering. Subject (a) An Investor may, on or after the date that is twelve (12) months after the date hereof, deliver, from time to time, a written notice to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for an Company (the “Underwritten Offering pursuant to a Registration Statement filed with Notice”) specifying that the Commission in accordance with Section 2.1.1 sale of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, some or all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such HolderInvestor’s Registrable Securities subject to the Shelf Registration Statement, is intended to be conducted through an underwritten offering (the “Underwritten Offering”) in which Registrable Securities are sold to one or more underwriters on a firm commitment basis for reoffering to the public, or an offering that is a “bought deal” or “block trade; provided, that the Registrable Securities of such Investor requested to be included in such Underwritten Offering pursuant must have an aggregate value as of the date of such Underwritten Offering 136252302.7 Notice of no less than the lesser of (i) $25 million and (ii) all of such Investor’s and its Affiliates Registrable Securities. Upon delivery of such Underwritten Offering Notice to the Company, the Company shall as soon as reasonably practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Company) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have three Business Days (or two Business Days in the case of an Underwritten Demand (each underwritten “bought deal” or “block trade”) from the date that such notice is given to them to notify the Company in writing of the number of Registrable Securities held by such Holder that includes all or a portion of such Holder’s Registrable Securities they want to be included in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoingNotice, the Company is not obligated shall as soon as reasonably practicable use its reasonable best efforts to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an facilitate such Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.6 and Section 2.3 2.5 of this Agreement, the Sponsor, a Holder or group of Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $40 million (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an underwriter(s), which shall be reasonably acceptable to the Company, and the Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within ten five (105) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant to this subsection 2.1.5, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings demanded by the Bird Holders and an aggregate of three (3) Underwritten Offerings demanded by the Switchback Holders pursuant to this subsection 2.1.3 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.1.5 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject (a) In the event that one or more Selling Holders holding at least $10 million (subject to adjustment pursuant to Section 3.04) of Registrable Securities (the provisions “Offering Holders”) notify Parent in writing of subsection 2.1.4 and Section 2.3 their election to dispose of this Agreement, any Demanding Holder may make a written demand for Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering pursuant to a Registration Statement filed or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by electronic mail, with such notice given no later than one Business Day after the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days engagement by Parent of the Company’s receipt Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the Underwritten Demand, notify, in writing, all other Holders of on a Business Day and such demand, and each Holder who thereafter wishes notice shall offer such Holders the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an or Overnight Underwritten Demand (Offering such number of Registrable Securities as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that includes all or a portion of such Holder’s Registrable Securities in such is not an Overnight Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, Offering and within two (2) days (one (1) day if Business Days after the Holder receives such offering is notice in the case of an overnight or bought Overnight Underwritten Offering) after the receipt and (ii) Parent will retain Underwriters selected by the Holder Offering Holders holding a majority of the notice from Registrable Securities to be disposed of pursuant to such Underwritten Offering or Overnight Underwritten Offering (which Underwriters shall be reasonably acceptable to the Company. Upon receipt by the Company of any ) subject to such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities sale through an Underwritten Offering under this subsection 2.1.3 shall enter or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) selected for such Underwritten Offering by in order to expedite or facilitate the Demanding Holders initiating registration and disposition of the Underwritten Offering. Notwithstanding the foregoingRegistrable Securities; provided, the Company is however, that Parent shall not obligated be required to effect more than an aggregate of three (3) two Underwritten Offerings or Overnight Underwritten Offerings pursuant to this subsection 2.1.3 Section 2.03 in any 365-day period. Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $20 million. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and is not obligated completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to effect make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering pursuant or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to this subsection 2.1.3 within ninety (90) days after withdraw therefrom by notice to Parent and the closing Managing Underwriter(s); provided, however, that such notice of an Underwritten Offeringwithdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Expenses.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or permitted to offer in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) business days (one (1) business day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three four (34) Underwritten Offerings within any twelve (12)-month period pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingOffering (or such shorter period if permitted by applicable lock-up agreements). Notwithstanding the foregoing, no Underwritten Demand will be effective hereunder unless the net proceeds (net of underwriting fees and commissions) to the Holders from the sale of the Registrable Securities included in such request are reasonably expected to exceed $40,000,000 or such request includes all Registrable Securities owned by the requesting Holders at such time.

Underwritten Offering. Subject (i) If any of the Registrable Securities covered by the Shelf Registration are to be sold in an underwritten public offering, one or more Holders intending to pursue such underwritten offering (the “Requesting Holders”) shall deliver a notice to the provisions Company of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding such intent (the “Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten DemandNotice”). The Company shall, and within ten (10) days of the Company’s Business Days after receipt of the Underwritten Demandnotice of intent from such Holder for an underwritten offering, notify, in writing, the Company shall give written notice (the “Underwriting Notice”) of such notice of intent to all other Holders of and such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) other Holders shall be entitled to have include in such an underwritten offering all or part of their respective Registrable Securities by notice to the Company for inclusion therein within fifteen (15) Business Days after the Underwriting Notice is given. All notices made pursuant to this Section 3.1(f) shall specify the aggregate number of Registrable Securities to be included. The Company agrees to cooperate with any such request for an underwritten offering and to take all such other reasonable actions in connection therewith as provided in Section 3.2(p); provided that (x) the Holder Notice must be delivered by Requesting Holders that hold in the aggregate at least ten percent (10%) of the then outstanding Registrable Securities and (y) the Registrable Securities to be included in such underwritten public offering shall have an aggregate value equal to or greater than fifty million dollars ($50,000,000), based upon the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with Closing Price as of the Underwriter(s) selected for such Underwritten Offering date of receipt of the Holder Notice by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoingCompany; and provided, further, that the Company is shall not be obligated to effect more than an aggregate of three four (34) Underwritten Offerings pursuant to this subsection 2.1.3 underwritten offerings hereunder; and is provided, further, that the Company shall not be obligated to effect effect, or take any action to effect, an Underwritten Offering pursuant to this subsection 2.1.3 underwritten offering within ninety (90) days after following the closing last date on which an underwritten offering was effected pursuant to this Section 3.1(f) or if longer, the length of any lock-up required by the underwriters in the prior underwritten offering; and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an Underwritten Offeringunderwritten offering if the Company responds to the Holder Notice with an indication that the Company has the good faith intention to commence, within 90 days of the Holder Notice, an underwritten primary offering to which Section 3.5 will apply, in which case the Holders may not request an underwritten offering pursuant to this Section 3.1(f) during such 90-day period (the Company may not exercise its rights under this proviso more than one time during any 12-month period).

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.2.4 and Section 2.3 of this Agreement3.4 hereof, any as applicable, the Demanding Holder may make advise the Company as part of a written demand for Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, including a Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering pursuant if the aggregate gross proceeds of the Registrable Securities proposed to a Registration Statement filed with be sold by the Commission Demanding Holder in accordance with Section 2.1.1 of this Agreement (an “such Underwritten Demand”)Offering is reasonably expected to exceed $30,000,000. The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders right of such demand, and each Demanding Holder who thereafter wishes or Requesting Holder (if any) to include all or a portion of such Holder’s their Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each shall be conditioned upon such Holder that includes all or a portion of such Demanding Holder’s Registrable Securities or Requesting Holder’s (if any) participation in such Underwritten Offering, a “. The Company and all such Demanding Holder or Requesting Holder”Holder (if any) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.2.3 shall enter into an underwriting agreement in customary form form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders Holder initiating the Underwritten Offering. Notwithstanding Demand Registration with the foregoing, written consent of the Company is (such consent not to be unreasonably withheld, delayed or conditioned). Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant at the demand of the Holder; provided, that if an Underwritten Offering is commenced but terminated prior to this subsection 2.1.3 and is the pricing thereof for any reason, such Underwritten Offering will not obligated to effect be counted as an Underwritten Offering pursuant to this subsection 2.1.3 Section 2.2.3; provided, further, the Company shall not be obligated to effect (x) more than an aggregate two (2) Underwritten Offerings in any 12-month period or (y) any Underwritten Offering requested by a Demanding Holding within ninety sixty (9060) days after the closing of an a prior Underwritten Offering. For the avoidance of doubt, any Registration effected pursuant to this subsection 2.2.3 shall be counted as a demand for a Demand Registration pursuant to Section 2.2.1 hereof.

Underwritten Offering. (a) Subject to any applicable restrictions on transfer in the provisions of subsection 2.1.4 and Section 2.3 of this AgreementInvestment Agreement or otherwise, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement one or more Holders (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offeringeach, a “Requesting Holder”) shall so notify that have been specified in any Shelf Registration Statement filed with the SEC in accordance with Section 1.1 or Section 1.3, may, after such Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) stating that the sale of some or all of the Registrable Securities subject to the Shelf Registration Statement, is intended to be conducted through an underwritten offering (an “Underwritten Offering”); provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $50,000,000 (without regard to any underwriting discount or commission), unless the Holders are proposing to sell all of their remaining Registrable Securities and the anticipated gross proceeds from such sale will be more than $25,000,000 (without regard to any underwriting discount or commission), (ii) launch more than three Underwritten Offerings at the request of the Holders within any three-hundred sixty-five (365) day-period, (iii) launch an Underwritten Offering at the request of the Holders within 90 days following a prior offering in writingwhich Holders sold Registrable Securities or had the opportunity to sell Registrable Securities pursuant to this Section 1.6 or Section 1.8, or (iv) launch an Underwritten Offering within the period commencing nine (9) days prior to and ending two (2) trading days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from following the Company’s earnings release date for any fiscal quarter or year. Upon As soon as reasonably practicable following receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoingNotice, the Company is not obligated shall deliver the Piggyback Notice specified in Section 1.8(a) to effect more all Holders (other than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingRequesting Holders).

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.3 and Section 2.3 Sections 2.4, 2.5 and 3.4 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two five (25) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company in consultation with the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement2.3, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.such

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.5, Section 2.4 and Section 2.3 3.4 of this Agreement, any a Holder or group of Holders (such Holder or group of Holders being in such case, a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, thirty million dollars ($30,000,000) (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an Underwriter(s); provided, that such selection shall be subject to the written consent of the Company, which consent shall not be unreasonably withheld, and the Company shall have no responsibility for engaging any Underwriter(s) for an Underwritten Offering. The Company shall, within ten (10) five business days of the Company’s receipt of the Underwritten Demand, notify, in writingwriting (such notice, the “Demand Notice”), all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to register pursuant to this subsection 2.1.4 shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering). Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) two Underwritten Offerings demanded by the Sponsor or more than two Underwritten Offerings demanded by any of the Sunergy Equity holders unless the demanding Sponsor or Sunergy Equity holders, as applicable, agree to reimburse the Company for all Registration Expenses with respect to such Underwritten Offering; provided, that if a Demanding Holder is required to reimburse the Company with respect to Registration Expenses incurred pursuant to this subsection 2.1.3 and is clause (i), any Requesting Holder participating in such Underwritten Offering shall be required to pay such Requesting Holder’s incremental Registration Expenses attributable to its participation in the Underwritten Offering; provided, however, that if the Company agrees to waive reimbursement pursuant to this clause (i), then a Requesting Holder shall not obligated be required to effect reimburse the Company for its incremental Registration Expenses pursuant to this clause (i); or (ii) an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after of the closing of an Underwritten OfferingOffering or Block Trade. If the Company waives reimbursement for any Holder pursuant to the second proviso in the preceding clause (i), the Company shall automatically waive any rights to reimbursement pursuant to clause (i) for any Holder that subsequently requests an Underwritten Offering for which it is obligated to reimburse expenses pursuant to this subsection 2.1.4.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 Section 2.1.4, Section 2.1.5 and Section 2.3 2.3, at any time and from time to time after (x) one (1) year after the Closing, the Holders of this Agreementthe Registrable Securities representing a majority-in-interest of Registrable Securities issued and outstanding (on a fully diluted basis) or (y) 180 days after the Closing, any Season Smart (the holders contemplated by clauses (x) or (y), as applicable, the “Demanding Holder Holders”) may make a written demand for Registration under the Securities Act of all or part of its Registrable Securities in an Underwritten Offering, provided that such offering of the Registrable Securities held by such Holders shall involve gross proceeds reasonably expected to equal or exceed $50,000,000 and, with respect to Season Smart pursuant to clause (y) only, such Registrable Securities does not exceed more than 10% of the outstanding shares of the Company. Any demand for an Underwritten Offering pursuant shall specify the number of Registrable Securities proposed to a Registration Statement filed with be sold and the Commission in accordance with Section 2.1.1 intended method(s) of this Agreement (an “Underwritten Demand”)distribution thereof. The Company shall, within ten (10) days of the Company’s receipt of the Underwritten DemandOffering, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two five (25) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s)) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering and the Company shall use commercially reasonable efforts to effect, as soon thereafter as practicable, the offering of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Underwritten Offering. The Company shall not be obligated to effect more than an aggregate of two (2) Underwritten Offerings annually for all Demanding Holders under clause (x) of this Section 2.1.3 or three (3) Underwritten Offerings annually for all Demanding Holders under clause (y) of this Section 2.1.3. Notwithstanding anything in this Section 2.1.3, the Company shall not be obligated to effect an Underwritten Demand. All such Holders proposing to distribute their Offering, (i) if a Piggyback Registration for all Registrable Securities through that the Demanding Holder(s) intend(s) to include in an Underwritten Offering under this subsection 2.1.3 had been available to such Demanding Holder(s) within the ninety (90) days preceding the date of request for the Underwritten Offering, or (ii) during any period (not to exceed ninety (90) days) following the closing of the completion of an offering of equity securities by the Company if such Underwritten Offering would cause the Company to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering. The Demanding Holder(s) and Requesting Holder(s) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company and reasonably acceptable to the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingHolders.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities of the same class to be sold by the initiating Holder in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities of the same class to be sold by the initiating Holder included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering; provided, however that no such Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements that are customary or required by the Underwriters, regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate (a) of one (1) Underwritten Demand for Spartan Sponsor, (b) three (3) Underwritten Offerings pursuant to this subsection 2.1.3 Demands for FTV and Tiger in the aggregate and (c) is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingOffering.1 Notwithstanding the foregoing, no Underwritten Demand will be effective hereunder unless the net proceeds (net of underwriting fees and commissions) to the Holders from the sale of the Registrable Securities included in such request exceed $40,000,000 based on the VWAP as of the time of such request or such request includes all Registrable Securities owned by the requesting Holders at such time. 1 Principal Stockholders to discuss a coordination committee.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.2.4 and Section 2.3 3.4 hereof, following the expiration of this Agreementthe Lock-up Period, any the Sponsor Lock-up Period and the Xxxx Insider Lock-Up Period, as applicable, a majority in interest of the Demanding Holder Holders may make advise the Company as part of a written demand for Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, including a Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering pursuant if the aggregate gross proceeds of the Registrable Securities proposed to a Registration Statement filed be sold by the Demanding Holders in such Underwritten Offering, either individually or together with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”)other Demanding Holders, is reasonably expected to exceed $30,000,000. The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders right of such demand, and each Holder who thereafter wishes Demanding Holders or Requesting Holder(s) (if any) to include all or a portion of such Holder’s their Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand shall be conditioned upon such Demanding Holders’ or Requesting Holder(s)’ (each such Holder that includes all or a portion of such Holder’s Registrable Securities if any) participation in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if . The Company and all such offering is an overnight Demanding Holders or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders (if any) proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.2.3 shall enter into an underwriting agreement in customary form form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Underwritten Offering. Notwithstanding Demand Registration with the foregoing, written consent of the Company is (such consent not to be unreasonably withheld, delayed or conditioned). Under no circumstances shall the Company be obligated to effect more than (i) an aggregate of three (3) Underwritten Offerings pursuant at the demand of the Sponsor and the Xxxx Insiders and (ii) an aggregate of three (3) Underwritten Offerings at the demand of the NKGen Insiders; provided, that if an Underwritten Offering is commenced but terminated prior to this subsection 2.1.3 and is the pricing thereof for any reason, such Underwritten Offering will not obligated to effect be counted as an Underwritten Offering pursuant to this subsection 2.1.3 Section 2.2.3; provided, further, the Company shall not be obligated to effect (x) more than an aggregate two (2) Underwritten Offerings in any 12-month period or (y) any Underwritten Offering requested by a Demanding Holding within ninety sixty (9060) days after the closing of an a prior Underwritten Offering. For the avoidance of doubt, any Registration effected pursuant to this subsection 2.2.3 shall be counted as a demand for a Demand Registration pursuant to Section 2.2.1 hereof.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any the Demanding Holder Holders may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their designated portion of Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering Offering, including a Block Trade, pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offeringa Block Trade) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, which Underwriter(s) shall be subject to the approval of a majority in interest of the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.5 and Section 2.3 of this Agreement2.3, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.1.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of Registrable Securities held by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three six (36) Underwritten Offerings pursuant to this subsection 2.1.3 2.1.4 and is not obligated to effect (ii) an Underwritten Offering pursuant to this subsection 2.1.3 2.1.4 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. (a) Subject to the provisions of subsection 2.1.4 2.1.3, Section 2.4 and Section 2.3 3.4 of this Agreement, any Demanding Holder may make a written demand to NewCo for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company NewCo shall, within ten (10) days of the CompanyNewCo’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the CompanyNewCo, in writing, within five (5) days (two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the CompanyNewCo. Upon receipt by the Company NewCo of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to such Underwritten Demand. At the option of the Demanding Holder, the Underwritten Offering may be made pursuant to a Registration Statement filed in accordance with subsection 2.1.2(b) hereof if Xxxxxxxxx Charging elects to be a Requesting Holder; provided that such Underwritten Offering shall be understood to have been made pursuant to an Underwritten DemandDemand and shall not be counted as a Xxxxxxxxx Charging Underwritten Demand (as defined herein) pursuant to subsection 2.1.2(b) of this Agreement except to the extent set forth in such subsections. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders Holder initiating the Underwritten Offering. Notwithstanding the foregoing, the Company NewCo is not obligated to effect more than an aggregate of three (3) Underwritten Offerings Demands pursuant to this subsection 2.1.3 2.1.2(a) and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject (a) In the event that one or more Selling Holders holding at least $10 million (subject to adjustment pursuant to Section 3.04) of Registrable Securities (the provisions “Offering Holders”) notify Parent in writing of subsection 2.1.4 and Section 2.3 their election to dispose of this Agreement, any Demanding Holder may make a written demand for Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering pursuant to a Registration Statement filed or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by electronic mail, with such notice given no later than one Business Day after the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days engagement by Parent of the Company’s receipt Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the Underwritten Demand, notify, in writing, all other Holders of on a Business Day and such demand, and each Holder who thereafter wishes notice shall offer such Holders the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an or Overnight Underwritten Demand (Offering such number of Registrable Securities as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that includes all or a portion of such Holder’s Registrable Securities in such is not an Overnight Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, Offering and within two (2) days (one (1) day if Business Days after the Holder receives such offering is notice in the case of an overnight or bought Overnight Underwritten Offering) after and (ii) Parent will retain Underwriters (which Underwriters shall be reasonably acceptable to the receipt by the Holder Offering Holders holding a majority of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the to be disposed of pursuant to such Underwritten Offering pursuant or Overnight Underwritten Offering) subject to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities sale through an Underwritten Offering under this subsection 2.1.3 shall enter or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) selected for such Underwritten Offering by in order to expedite or facilitate the Demanding Holders initiating registration and disposition of the Underwritten Offering. Notwithstanding the foregoingRegistrable Securities; provided, the Company is however, that Parent shall not obligated be required to effect more than an aggregate of three (3) one Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Offering or Overnight Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after Section 2.03 in any 365-day period. Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $20 million. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the closing basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten OfferingOffering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Parent and the Managing Underwriter(s); provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Expenses.

Underwritten Offering. Subject (a) In the event that the Selling Holders holding at least $10 million (subject to adjustment pursuant to Section 3.04) of Registrable Securities elect to dispose of Registrable Securities under the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for Shelf Registration Statement pursuant to an Underwritten Offering pursuant to or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by electronic mail, with such notice given no later than one Business Day after Parent engages a Registration Statement filed with Managing Underwriter in the Commission in accordance with Section 2.1.1 case of this Agreement (an “a proposed Overnight Underwritten Demand”). The Company shall, within ten (10Offering) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, proposed Underwritten Offering or Overnight Underwritten Offering to the Holders on a Business Day and each Holder who thereafter wishes such notice shall offer the Holders the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an or Overnight Underwritten Demand (Offering such number of shares of Class A Common Stock as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that includes all or a portion of such Holder’s Registrable Securities in such is not an Overnight Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, Offering and within two (2) days (one (1) day if Business Days after the Holder receives such offering is notice in the case of an overnight or bought Overnight Underwritten Offering) after and (ii) Parent will retain Underwriters (which Underwriters shall be reasonably acceptable to the receipt by the Holder Selling Holders holding a majority of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the to be disposed of pursuant to such Underwritten Offering pursuant or Overnight Underwritten Offering) subject to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities sale through an Underwritten Offering under this subsection 2.1.3 shall enter or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Underwriter(s) selected for Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an or Overnight Underwritten Offering pursuant are reasonably expected to this subsection 2.1.3 within ninety (90) days after exceed $20 million. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the closing basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten Offeringunderwriting, such Selling Holder may elect to withdraw therefrom by notice to Parent and the Managing Underwriter; provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Expenses.

Underwritten Offering. Subject (a) In the event that (i) High Mesa Holdings, (ii) the Kingfisher Contributor or (iii) Riverstone elect to the provisions dispose of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to Registrable Securities under a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes Offering of all or a portion part of such Holder’s Registrable Securities that are registered by such Registration Statement and reasonably expect aggregate gross proceeds in excess of $50,000,000 (the “Minimum Amount”) from such Underwritten Offering, then the Company shall, upon the written demand of High Mesa Holdings, the Kingfisher Contributor or Riverstone, as the case may be (any such Holder, a “Requesting Demanding Holder” and, collectively, the “Demanding Holders”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Underwriter(s) managing Underwriter or Underwriters selected for such Underwritten Offering by the Company after consultation with the Demanding Holders initiating and shall take all such other reasonable actions as are requested by the Underwritten Offering. Notwithstanding managing Underwriter or Underwriters in order to expedite or facilitate the foregoingdisposition of such Registrable Securities; provided, however, that the Company is not obligated shall have no obligation to effect facilitate or participate in (A) more than an aggregate of six (6) Underwritten Offerings pursuant to this Section 2.02 for High Mesa Holdings, (B) more than three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and Section 2.02 for the Riverstone Contributor or (C) more than two (2) Underwritten Offerings pursuant to this Section 2.02 for the Kingfisher Contributor (each such amount in (A), (B) or (C), respectively, the “Underwritten Offerings Cap”); provided further that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not obligated to effect be counted as an Underwritten Offering pursuant to this subsection 2.1.3 Section 2.02. In addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Holder may request. Each such Holder shall make such request in writing to the Company within ninety five (905) business days after the closing receipt of an any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder. In connection with any Underwritten OfferingOffering contemplated by this Section 2.02, the underwriting agreement into which each Demanding Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations as are customary in underwritten offerings of equity securities. No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such Demanding Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law.

Underwritten Offering. Subject In the event that one or more Holders elect to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for sell or distribute at least an Underwritten Offering Threshold in the aggregate pursuant to a Shelf Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand Offering of Common Shares, such Holder(s) shall deliver a written notice of such election to the Company (each such request, an “Underwritten Offering Notice,” and such electing Holders, the “Electing Holders”); provided, however, that the Required Holders shall have the option and right to require the Company to effect not more than two Underwritten Offerings pursuant to and subject to the conditions of this Section 2.03. Upon delivery of such Underwritten Offering Notice to the Company, the Company shall as soon as practicable (but in no event later than two Business Days following the date of delivery of an Underwritten Offering Notice to the Company) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days (or one Business Day in the case of an underwritten “bought deal” or “block trade”) from the date that such notice is given to them to notify the Company in writing of the number of Registrable Securities held by such Holder that includes they want to be included in an Underwritten Offering. Upon receipt of an Underwritten Offering Notice, the Company shall as soon as practicable use its commercially reasonable efforts to facilitate an Underwritten Offering. In the case of an underwritten “bought deal” or “block trade,” an Underwritten Offering Notice shall be given not less than three Business Days prior to the day the offering is to commence. In connection with an Underwritten Offering of Registrable Securities under this Agreement, the Managing Underwriter or Underwriters shall be selected by the Electing Holders and shall be reasonably acceptable to the Company. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Company shall be obligated to enter into an underwriting agreement that contains such representations, warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in an Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all or a portion questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s Registrable Securities in , its authority to enter into such Underwritten Offeringunderwriting agreement and to sell, a “Requesting Holder”) shall so notify and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by applicable Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Company, in writingthe Electing Holders and the Managing Underwriter; provided, within two (2) days (one (1) day if however, that any such offering is withdrawal must be made no later than the time of pricing of an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice . If all Selling Holders withdraw from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the an Underwritten Offering pursuant prior to the pricing of an Underwritten Offering or if the registration statement relating to an Underwritten Demand. All such Offering is suspended pursuant to Section 2.02, the events will not be considered to be an Underwritten Offering and the Holders proposing will continue to distribute their Registrable Securities through have the right and option to request an Underwritten Offering under this subsection 2.1.3 Section 2.03. No such withdrawal or abandonment shall enter into an underwriting agreement in customary form with affect the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated Company’s obligation to effect more than an aggregate of three (3) Underwritten Offerings pay Registration Expenses pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingSection 2.07.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.5 and Section 2.3 2.4. of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days Business Days (one (1) day Business Day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.1.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings within any twelve (12)-month period pursuant to this subsection 2.1.3 2.1.4 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.1.4 within ninety (90) days after the closing of an Underwritten OfferingOffering (or such shorter period if permitted by applicable lock-up agreements). Notwithstanding the foregoing, no Underwritten Demand will be effective hereunder unless the net proceeds (net of underwriting fees and commissions) to the Holders from the sale of the Registrable Securities included in such request are reasonably expected to exceed $10,000,000 or such request includes all Registrable Securities owned by the Requesting Holders at such time.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.3 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two five (25) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company in consultation with the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three two (32) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated 2.1.2 in any twelve (12)-month period, (ii) more than an aggregate of four (4) Underwritten Offerings pursuant to effect this subsection 2.1.2 in total, (iii) an Underwritten Offering pursuant to this subsection 2.1.3 2.1.2 within ninety (90) days after the closing of an Underwritten OfferingOffering or (iv) an Underwritten Offering unless the reasonably expected the aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Underwritten Offering will be at least US$75,000,000 (the “Minimum Amount”).

Underwritten Offering. Subject At any time and from time to time following the provisions effectiveness of the Registration Statement required by subsection 2.1.4 and Section 2.3 of this Agreement2.1(a) or 2.1(b), any Demanding Holder may make request to sell all or a written demand for portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering that is registered pursuant to a such Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten provided that such Holder(s) (10a) days reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Company’s Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Demand, notify, in writing, Offering (the “Company Underwritten Demand Notice”) to all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering pursuant all Registrable Securities with respect to an which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the CompanyNotice. Upon receipt by the The Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of securities by the Company with the Underwriter(smanaging Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) selected for 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 Offering contemplated by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoingthis subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company is not shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1.3 2.1(c) with respect to any or all Registrable Securities held by such Holders and is not obligated (y) more than two (2) Underwritten Offerings per year pursuant to effect this subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingDemand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement hereof (an “Underwritten Demand”). The Company shall, within ten fifteen (1015) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all each other Holders Holder that holds Registrable Securities having an aggregate value of at least $1 million of such demand, as well as any other holder of “piggyback” registration rights (a “Piggyback Holder”), and each Holder and Piggyback Holder who thereafter wishes requests to include all or a portion shares of such Holder’s Registrable Securities Common Stock in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Piggyback Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder or Piggyback Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities shares of Common Stock included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant to this subsection 2.1.3, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities or such other Requesting Holders’ inclusion of Common Stock in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.6, Section 2.4 and Section 2.3 3.4 of this Agreement, the Sponsor, a Holder or group of Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, fifty million dollars ($50,000,000) (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an underwriter(s); provided that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, and the Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within ten five (105) business days of the Company’s receipt of the Underwritten Demand, notify, in writingwriting (such notice, the “Demand Notice”), all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to register pursuant to this subsection 2.1.5 shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than one (1) Underwritten Offering demanded by the Sponsor and an aggregate of three four (34) Underwritten Offerings demanded by Bluescape Holdings pursuant to this subsection 2.1.3 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.1.5 within ninety (90) days after the closing of an Underwritten Offering, Block Trade or Coordinated Sale.

Underwritten Offering. Subject At any time and from time to time following the provisions effectiveness of the Registration Statement required by subsection 2.1.4 and Section 2.3 of this Agreement2.1.1 or 2.1.2, any Demanding Holder may make request to sell all or a written demand for portion of their Registrable Securities (a “Demanding Holder”) in an Underwritten Offering underwritten offering that is registered pursuant to a such Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten provided that such Holder(s) (10a) days reasonably expect aggregate gross proceeds in excess of $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Company’s Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) business days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Demand, notify, in writing, Offering (the “Company Underwritten Demand Notice”) to all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the Pro Rata calculations in Section 2.1.5, shall include in such Underwritten Offering pursuant all Registrable Securities with respect to an which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the CompanyNotice. Upon receipt by the The Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of securities by the Company with the Underwriter(smanaging Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) selected for 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 Offering contemplated by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoingthis subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company is not shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the Holders under this subsection 2.1.3 with respect to any or all Registrable Securities held by such Holders and is not obligated (y) more than two (2) Underwritten Offerings per year pursuant to effect this subsection 2.1.3; provided, however, that an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingDemand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Underwritten Offering. Subject If the holders of not less than 66?% of the Registrable Securities included in any offering pursuant to such Shelf Registration Statement so elect, such offering of Registrable Securities shall be in the provisions form of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with Offering, and the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten from time to time, amend (10including, to the extent required, through a post-effective amendment) days or supplement the Shelf Registration Statement for such purpose. The Holders of a majority of such Registrable Securities included in such Underwritten Offering shall have the right to select the managing underwriter or underwriters to administer such offering; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company’s receipt . The right of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each any Holder who thereafter wishes to include all or a portion of such Holder’s its Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each shall be conditioned upon such Holder that includes all or a portion Holder's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after underwriting to the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demandextent provided herein. All such Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this subsection 2.1.3 such underwriting shall enter into an underwriting agreement in customary form with the Underwriter(s) underwriter or underwriters selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offeringunderwriting. Notwithstanding anything to the foregoingcontrary in this Agreement, in no event shall the Company is not obligated to effect more than an aggregate number of three (3) Underwritten Offerings days pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering which: (i) the Shelf Registration Statement may be postponed pursuant to this subsection 2.1.3 within ninety Section 2.1(b) hereto, (90ii) a Holder's sales of Registrable Securities may be suspended pursuant to Section 2.1(d)(i) hereto, (iii) a Holder's sales of Registrable Securities may be delayed pursuant to Section 2.1(d)(ii) hereto; and (iv) the Shelf Registration Statement may be suspended pursuant to Section 2.1(f) hereto, exceed 120 days after the closing of an Underwritten Offeringin any twelve (12) month period.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.5 and Section 2.3 of this Agreement2.4 hereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement or subsection 2.1.2 (an “Underwritten Demand”). The Company shall, within ten three (103) days Business Days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering2.1.4.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.3 and Section 2.3 2.4 of this Agreement, any Demanding Holder may make a written demand to NewCo for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”), following the expiration of the Lock-up Period, if any, applicable to such Demanding Holder. The Company Any Underwritten Demand shall specify the number of Registrable Securities proposed to be included in such Registration and the intended method(s) of distribution thereof. NewCo shall, within ten (10) days of the CompanyNewCo’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder not then subject to a Lock-up who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the CompanyNewCo, in writing, within five (5) days (two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the CompanyNewCo. Upon receipt by the Company NewCo of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by NewCo in consultation with the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company NewCo is not obligated to effect (i) more than an aggregate of three two (32) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect 2.1.2 in any twelve (12) month period or (ii) an Underwritten Offering pursuant to this subsection 2.1.3 2.1.2 within ninety one hundred and five (90105) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject (a) In the event that one or more Holders of Registrable Securities (the “Offering Holders”) notify Ring Energy in writing of their election to dispose of Registrable Securities under the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for Shelf Registration Statement pursuant to an Underwritten Offering pursuant to a Registration Statement filed or Overnight Underwritten Offering and reasonably expect aggregate gross proceeds of at least $35 million from such Underwritten Offering or Overnight Underwritten Offering, (i) Ring Energy shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days engagement by Ring Energy of the Company’s receipt Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the Underwritten Demand, notify, in writing, all other Holders of on a Business Day and such demand, and each Holder who thereafter wishes notice with respect to an Underwritten Offering shall offer such Holders the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (such number of Registrable Securities as each such Holder may request in writing (within five Business Days); provided, that includes all or a portion of such Holder’s no Holder other than the Offering Holders will be entitled to include their Registrable Securities in an Overnight Underwritten Offering; and (ii) Ring Energy will retain Underwriters selected by the Offering Holders holding a majority of the then-outstanding Registrable Securities to be disposed of pursuant to such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two Offering or Overnight Underwritten Offering (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) which Underwriters shall be entitled reasonably acceptable to have their Registrable Securities included in the Underwritten Offering pursuant Ring Energy) subject to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities sale through an Underwritten Offering under this subsection 2.1.3 shall enter or Overnight Underwritten Offering including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and will take all reasonable actions as are requested by the Managing Underwriter(s) selected for such Underwritten Offering by in order to expedite or facilitate the Demanding Holders initiating registration and disposition of the Underwritten Offering. Notwithstanding the foregoingRegistrable Securities; provided, the Company is however, that Ring Energy shall not obligated be required to effect more than an aggregate of three (3) Underwritten Offerings or Overnight Underwritten Offerings pursuant to this subsection 2.1.3 Section 2.03 in any 365-day period. Ring Energy management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if requested by the Managing Underwriter(s). No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and is not obligated completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to effect make any representations or warranties to or agreements with Ring Energy or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering pursuant or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to this subsection 2.1.3 within ninety (90) days after withdraw therefrom by notice to Ring Energy and the closing Managing Underwriter(s); provided, however, that such notice of an Underwritten Offeringwithdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Ring Energy’s obligation to pay Registration Expenses.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.3 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such HolderXxxxxx’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two three (23) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company in consultation with the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated 2.1.2 in any twelve (12)-month period, (ii) any Underwritten Offering unless the aggregate proceeds expected to effect be received from the sale of the Registrable Securities requested to be included in such Underwritten Offering equals or exceeds US$25 million, or (iii) an Underwritten Offering pursuant to this subsection 2.1.3 2.1.2 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 4.1.4 and Section 2.3 4.3 of this Agreement, a Holder or group of Holders (any Holder or group of Holders being in such a case a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 subsection 4.1.1 of this Agreement (an “Underwritten Demand”); provided, that Pubco shall only be obligated to effect an Underwritten Offering if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $[40 million] (the “Minimum Underwritten Offering Threshold”). The Company Demanding Holder shall have the responsibility to engage an underwriter(s), which shall be reasonably acceptable to Pubco, and Pubco shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. Pubco shall, within ten [five] (10[5]) business days of the CompanyPubco’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the CompanyPubco, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the CompanyPubco. Upon receipt by the Company Pubco of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant to this subsection 4.1.5, shall be conditioned upon such Holder’s or Requesting Holder’ s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’ s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 4.1.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company Pubco is not obligated to effect more than an aggregate of three (3) Underwritten Offerings demanded by the Holders pursuant to this subsection 2.1.3 4.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 4.1.5 within ninety [ninety] ([90]) days after the closing of an Underwritten Offering; provided, however, that any demand for a takedown of a Shelf Registration on Form S-3 that is not an Underwritten Offering shall not constitute an Underwritten Demand under this subsection 4.1.5.

Underwritten Offering. Subject (a) An Investor may, on or after the date that is twelve (12) months after the date hereof, deliver, from time to time, a written notice to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for an Company (the “Underwritten Offering pursuant to a Registration Statement filed with Notice”) specifying that the Commission in accordance with Section 2.1.1 sale of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, some or all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such HolderInvestor’s Registrable Securities subject to the Shelf Registration Statement, is intended to be conducted through an underwritten offering (the “Underwritten Offering”) in which Registrable Securities are sold to one or more underwriters on a firm commitment basis for reoffering to the public, or an offering that is a “bought deal” or “block trade; provided, that the Registrable Securities of such Investor requested to be included in such Underwritten Offering pursuant must have an aggregate value as of the date of such Underwritten Offering Notice of no less than the lesser of (i) $25 million and (ii) all of such Investor’s and its Affiliates Registrable Securities. Upon delivery of such Underwritten Offering Notice to the Company, the Company shall as soon as reasonably practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Company) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have three Business Days (or two Business Days in the case of an Underwritten Demand (each underwritten “bought deal” or “block trade”) from the date that such notice is given to them to notify the Company in writing of the number of Registrable Securities held by such Holder that includes all or a portion of such Holder’s Registrable Securities they want to be included in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoingNotice, the Company is not obligated shall as soon as reasonably practicable use its reasonable best efforts to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an facilitate such Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) business days (one (1) business day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company in consultation with the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) Underwritten Offerings in total pursuant to this subsection 2.1.3 2.1.3, and is not obligated to effect (ii) an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingOffering (or such shorter period if permitted by applicable lock-up agreements). Notwithstanding the foregoing, no Underwritten Demand will be effective hereunder unless the aggregate net proceeds (net of underwriting fees and commissions) to the Holders from the sale of the Registrable Securities included in such request are reasonably expected to exceed $15,000,000 (the “Minimum Amount”).

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Demanding Holder shall have the responsibility to engage an underwriter(s), which shall be reasonably acceptable to the Company, and the Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within ten five (105) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, as well as any other holder of “piggyback” registration rights (a “Piggyback Holder”), and each Holder and Piggyback Holder who thereafter wishes requests to include all or a portion shares of such Holder’s Registrable Securities Common Stock in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten OfferingPiggyback Holder , a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder or Piggyback Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities shares of Common Stock included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant to this Section 2.1.3, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities or such other Requesting Holders’ inclusion of Common Stock in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three four (34) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject Following the expiration of the FaZe Lock-up Period, the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable, a majority in interest of the FaZe Insiders, a majority in interest of the holders of Founder Shares or a majority in interest of the holders of Private Placement Units (or underlying securities), respectively, may, subject to the provisions of subsection 2.1.4 2.2.4 and Section 2.3 3.4 hereof, advise the Company as part of this Agreementa Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, any Demanding Holder may make including a written demand for Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering pursuant if the aggregate gross proceeds of the Registrable Securities proposed to a Registration Statement filed be sold by the Demanding Holders in such Underwritten Offering, either individually or together with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”)other Demanding Holders, is reasonably expected to exceed $40,000,000. The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders right of such demand, and each Holder who thereafter wishes Demanding Holders or Requesting Holder(s) (if any) to include all or a portion of such Holder’s their Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand shall be conditioned upon such Demanding Holders’ or Requesting Holder(s)’ (each such Holder that includes all or a portion of such Holder’s Registrable Securities if any) participation in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if . The Company and all such offering is an overnight Demanding Holders or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders (if any) proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.2.3 shall enter into an underwriting agreement in customary form form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Underwritten Offering. Notwithstanding Demand Registration with the foregoing, written consent of the Company is (such consent not to be unreasonably withheld, delayed or conditioned). Under no circumstances shall the Company be obligated to effect more than (i) an aggregate of three (3) Underwritten Offerings pursuant at the demand of the Sponsor and the BRPM Insiders and (ii) an aggregate of three (3) Underwritten Offerings at the demand of the FaZe Insiders, which for the avoidance of doubt would count as a demand registration under Subsection 2.2.1; provided, that if an Underwritten Offering is commenced but terminated prior to this subsection 2.1.3 and is the pricing thereof for any reason, such Underwritten Offering will not obligated to effect be counted as an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingSection 2.2.3.

Underwritten Offering. Subject (a) In the event that one or more Selling Holders of Registrable Securities (the “Offering Holders”) notify Company in writing of their election to dispose of Registrable Securities under the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for Shelf Registration Statement pursuant to an Underwritten Offering pursuant to a Registration Statement filed or Overnight Underwritten Offering and reasonably expect gross proceeds of at least $[15] million from such Underwritten Offering or Overnight Underwritten Offering, (i) Company shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The engagement by Company shall, within ten (10) days of the Company’s receipt Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the Underwritten Demand, notify, in writing, all other Holders of on a Business Day and such demand, and each Holder who thereafter wishes notice shall offer such Holders the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an or Overnight Underwritten Demand (Offering such number of Registrable Securities as each such Holder may request in writing (within three Business Days in the case of an Underwritten Offering that includes all or is not an Overnight Underwritten Offering and within two Business Days after the Holder receives such notice in the case of an Overnight Underwritten Offering) and (ii) Company will retain underwriters (which underwriters shall be reasonably acceptable to the Offering Holders holding a portion majority of such Holder’s the Registrable Securities in to be disposed of pursuant to such Underwritten Offering or Overnight Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) selected for such Underwritten Offering by in order to expedite or facilitate the Demanding Holders initiating registration and disposition of the Underwritten Offering. Notwithstanding the foregoingRegistrable Securities); provided, the however, that Company is shall not obligated be required to effect more than an aggregate of three (3) one Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Offering or Overnight Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after Section 2.03. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the closing basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten OfferingOffering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Company and the Managing Underwriter(s); provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Company’s obligation to pay Registration Expenses.

Underwritten Offering. Subject (i) If any of the Registrable Securities covered by the Shelf Registration are to be sold in an underwritten public offering, (x) one or more Holders intending to pursue such underwritten offering (the “Requesting Holders”) shall deliver a notice to the provisions Company of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding such intent (the “Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten DemandNotice”). The Company shall, and (y) within ten (10) days of the Company’s Business Days after receipt of the Underwritten Demandnotice of intent from such Holder for an underwritten offering, notify, in writing, the Company shall give written notice (the “Underwriting Notice”) of such notice of intent to all other Holders and, subject to subsection (iii) of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(sthis Section 3.1(g), such Requesting Holder(s) other Holders shall be entitled to have include in such an underwritten offering all or part of their respective Registrable Securities by notice to the Company for inclusion therein within fifteen (15) Business Days after the Underwriting Notice is given. All notices made pursuant to this Section 3.1(g) shall specify the aggregate number of Registrable Securities to be included. The Company agrees to cooperate with any such request for an underwritten offering and to take all such other reasonable actions in connection therewith as provided in Section 3.2(p); provided that (A) the Holder Notice must be delivered by Requesting Holders that hold in the aggregate at least five percent (5%) of the then outstanding Registrable Securities and (B) the Registrable Securities to be included in such underwritten public offering shall have an aggregate value equal to or greater than fifty million dollars ($50,000,000), based upon the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with Closing Price as of the Underwriter(s) selected for such Underwritten Offering date of receipt of the Holder Notice by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoingCompany; and provided, further, that the Company is shall not be obligated to effect more than an aggregate of three four (34) Underwritten Offerings pursuant to this subsection 2.1.3 underwritten offerings hereunder; and is provided, further, that the Company shall not be obligated to effect effect, or take any action to effect, an Underwritten Offering pursuant to this subsection 2.1.3 underwritten offering within ninety (90) days after following the closing last date on which an underwritten offering was effected (a) pursuant to Section 3.5 (if Registrable Securities were included in such underwritten offering) or (b) pursuant to this Section 3.1(g) or if longer, the length of any lock-up required by the underwriters in the prior underwritten offering; and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an Underwritten underwritten offering if the Company responds to the Holder Notice with an indication that the Company has the good faith intention to commence, within 90 days of the Holder Notice, an Issuer Proposed Offering, in which case the Holders may not request an underwritten offering pursuant to this Section 3.1(g) during such 90-day period (the Company may not exercise its rights under this proviso more than one time during any 12-month period).

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.5, Section 2.4 and Section 2.3 3.4 of this Agreement, any a Holder or group of Holders (such Holder or group of Holders being in such case, a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, thirty million dollars ($30,000,000) (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an Underwriter(s); provided, that such selection shall be subject to the written consent of the Company, which consent shall not be unreasonably withheld, and the Company shall have no responsibility for engaging any Underwriter(s) for an Underwritten Offering. The Company shall, within ten (10) five business days of the Company’s receipt of the Underwritten Demand, notify, in writingwriting (such notice, the “Demand Notice”), all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to register pursuant to this subsection 2.1.4 shall be conditioned upon such Xxxxxx’s or Requesting Xxxxxx’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering). Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) two Underwritten Offerings demanded by the Sponsor or more than two Underwritten Offerings demanded by any of the Sunergy Equityholders unless the demanding Sponsor or Sunergy Equityholders, as applicable, agree to reimburse the Company for all Registration Expenses with respect to such Underwritten Offering; provided, that if a Demanding Holder is required to reimburse the Company with respect to Registration Expenses incurred pursuant to this subsection 2.1.3 and is clause (i), any Requesting Holder participating in such Underwritten Offering shall be required to pay such Requesting Holder’s incremental Registration Expenses attributable to its participation in the Underwritten Offering; provided, however, that if the Company agrees to waive reimbursement pursuant to this clause (i), then a Requesting Holder shall not obligated be required to effect reimburse the Company for its incremental Registration Expenses pursuant to this clause (i); or (ii) an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after of the closing of an Underwritten OfferingOffering or Block Trade. If the Company waives reimbursement for any Holder pursuant to the second proviso in the preceding clause (i), the Company shall automatically waive any rights to reimbursement pursuant to clause (i) for any Holder that subsequently requests an Underwritten Offering for which it is obligated to reimburse expenses pursuant to this subsection 2.1.4.

Underwritten Offering. Subject to (a) In the provisions event that (i) following the expiration of subsection 2.1.4 and Section 2.3 of this Agreementthe DK/SBT Lockup Period, any Demanding Holder may make a written demand for an Underwritten Offering pursuant DK Stockholder or any SBT Stockholder and/or (ii) following the expiration of the DEAC Lockup Period, any DEAC Stockholder elects to dispose of Registrable Securities under a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes Offering of all or a portion part of such Holder’s Registrable Securities that are registered by such Registration Statement and reasonably expect aggregate gross proceeds in excess of [$75,000,000] (the “Minimum Amount”) from such Underwritten Offering, then the Company shall, upon the written demand of such Stockholders (any such Stockholder a “Requesting Demanding Holder” and, collectively, the “Demanding Holders”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Underwriter(s) managing Underwriter or Underwriters selected for such Underwritten Offering by the Company after consultation with the Demanding Holders initiating and shall take all such other reasonable actions as are requested by the Underwritten Offering. Notwithstanding managing Underwriter or Underwriters in order to expedite or facilitate the foregoingdisposition of such Registrable Securities; provided, however, that the Company is not obligated shall have no obligation to effect facilitate or participate in more than an aggregate of three two (32) Underwritten Offerings pursuant to this subsection 2.1.3 Section 6.02 for each of the DK Stockholders Group, the SBT Stockholder Group and the DEAC Stockholder Group (and not more than six (6) Underwritten Offerings for all Stockholders in the aggregate) (the “Underwritten Offerings Cap”); provided further that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not obligated to effect be counted as an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingSection 6.02.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any the Demanding Holder Holders may make a written demand to the Company for an Underwritten Offering Offering, including a Block Trade, pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such HolderXxxxxx’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days (two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offeringa Block Trade) after the receipt by the Holder of the notice from the Company, including the portion of the Registrable Securities held by such Holder to be included in such Underwritten Offering, or, in the case of a Block Trade, as provided in Section 2.4. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their designated portion of Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 ‎2.1.6 and Section 2.3 ‎2.5 of this Agreement, the Sponsor, a Holder or group of Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 subsection ‎2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $10 million (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an underwriter(s) (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks); provided that such selection shall be subject to the consent of the Company. The Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within ten five (105) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant to this subsection ‎2.1.5, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 ‎2.1.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three five (35) Underwritten Offerings demanded by the Verde Holders and an aggregate of five (5) Underwritten Offerings demanded by the TLGY Holders pursuant to this subsection 2.1.3 ‎2.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 ‎2.1.5 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject (a) In the event that one or more Holders of Registrable Securities (the “Offering Holders”) notify Parent in writing of their election to dispose of Registrable Securities under the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for Shelf Registration Statement pursuant to an Underwritten Offering pursuant to a Registration Statement filed or Overnight Underwritten Offering and reasonably expect aggregate gross proceeds of at least $25 million from such Underwritten Offering or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days engagement by Parent of the Company’s receipt Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the Underwritten Demand, notify, in writing, all other Holders of on a Business Day and such demand, and each Holder who thereafter wishes notice shall offer such Holders the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an or Overnight Underwritten Demand (Offering such number of Registrable Securities as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that includes all or a portion of such Holder’s Registrable Securities in such is not an Overnight Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, Offering and within two (2) days (one (1) day if Business Days after the Holder receives such offering is notice in the case of an overnight or bought Overnight Underwritten Offering) after and (ii) Parent will retain the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(sManaging Underwriter(s) shall be entitled to have their Registrable Securities included selected in the Underwritten Offering pursuant to an Underwritten Demandmanner set forth in Section 2.03(c). All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 In connection therewith, Parent shall enter into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) selected for such Underwritten Offering by in order to expedite or facilitate the Demanding Holders initiating registration and disposition of the Underwritten Offering. Notwithstanding the foregoingRegistrable Securities; provided, the Company is however, that Parent shall not obligated be required to effect more than an aggregate of three (3) two Underwritten Offerings or Overnight Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated Section 2.03. Parent shall cause its management to effect an participate in any roadshow or similar marketing effort on behalf of any such Holder or Holders in connection with any Underwritten Offering or Overnight Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after Section 2.03. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the closing basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten OfferingOffering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Parent and the Managing Underwriter(s); provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Expenses.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.6 and Section 2.3 2.5 of this Agreement, the Sponsor, a Holder or group of Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $50 million (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an underwriter(s) (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks); provided that such selection shall be subject to the consent of the Company. The Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within ten five (105) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant to this subsection 2.1.5, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings demanded by the Holders pursuant to this subsection 2.1.3 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.1.5 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject (a) In the event that one or more Holders of Registrable Securities (the “Offering Holders”) notify Parent in writing of their election to dispose of Registrable Securities under the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for Shelf Registration Statement pursuant to an Underwritten Offering pursuant to a Registration Statement filed or Overnight Underwritten Offering and reasonably expect gross proceeds of at least $20 million from such Underwritten Offering or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days engagement by Parent of the Company’s receipt Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the Underwritten Demand, notify, in writing, all other Holders of on a Business Day and such demand, and each Holder who thereafter wishes notice shall offer such Holders the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an or Overnight Underwritten Demand (Offering such number of Registrable Securities as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that includes all or a portion of such Holder’s Registrable Securities in such is not an Overnight Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, Offering and within two (2) days (one (1) day if Business Days after the Holder receives such offering is notice in the case of an overnight or bought Overnight Underwritten Offering) after the receipt and (ii) Parent will retain underwriters selected by the Holder Offering Holders holding a majority of the notice from the Company. Upon receipt by the Company Registrable Securities to be disposed of any pursuant to such written notification from a Requesting Holder(s), such Requesting Holder(s) Underwritten Offering or Overnight Underwritten Offering (which underwriters shall be entitled reasonably acceptable to have their Registrable Securities included in the Underwritten Offering pursuant Parent) subject to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities sale through an Underwritten Offering under this subsection 2.1.3 shall enter or Overnight Underwritten Offering including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) selected for such Underwritten Offering by in order to expedite or facilitate the Demanding Holders initiating registration and disposition of the Underwritten Offering. Notwithstanding the foregoingRegistrable Securities; provided, the Company is however, that Parent shall not obligated be required to effect more than an aggregate of three (3) two Underwritten Offerings or Overnight Underwritten Offerings pursuant to this subsection 2.1.3 Section 2.03 in any 365-day period. Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $20 million. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and is not obligated completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to effect make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering pursuant or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to this subsection 2.1.3 within ninety (90) days after withdraw therefrom by notice to Parent and the closing Managing Underwriter(s); provided, however, that such notice of an Underwritten Offeringwithdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Expenses.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) business days (one (1) business day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings within any twelve (12)-month period pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingOffering (or such shorter period if permitted by applicable lock-up agreements). Notwithstanding the foregoing, no Underwritten Demand will be effective hereunder unless the net proceeds (net of underwriting fees and commissions) to the Holders from the sale of the Registrable Securities included in such request are reasonably expected to exceed $25,000,000 or such request includes all Registrable Securities owned by the Requesting Holders at such time.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.3 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Shelf Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten five (105) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two three (23) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company in consultation with the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated 2.1.2 in any twelve (12)-month period, (ii) any Underwritten Offering unless the aggregate proceeds expected to effect be received from the sale of the Registrable Securities requested to be included in such Underwritten Offering equals or exceeds US$40 million, or (iii) an Underwritten Offering pursuant to this subsection 2.1.3 2.1.2 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any the Demanding Holder Holders may make a written demand to the Company for an Underwritten Offering Offering, including a Block Trade, pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days (two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company, including the portion of the Registrable Securities held by such Holder to be included in such Underwritten Offering, or, in the case of a Block Trade, as provided in Section 2.4. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their designated portion of Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.6 and Section 2.3 2.5 of this Agreement, a majority-in-interest of the Existing Holders or a majority-in-interest of the Holders other than the Existing Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $35 million in respect of a Registration Statement on Form S-1 and $15 million in respect of a Registration Statement on Form S-3 (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an underwriter(s) (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks); provided that such selection shall be subject to the consent of the Company. The Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two five (25) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant to this subsection 2.1.5, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings demanded by MCAC or the MCAC Shareholders that become Holders and an aggregate of three (3) Underwritten Offerings demanded by the Future Health Holders pursuant to this subsection 2.1.3 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.1.5 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities of the same class to be sold by the initiating Holder in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities of the same class to be sold by the initiating Holder included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering; provided, however that no such Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements that are customary or required by the Underwriters, regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of (a) one (1) Underwritten Demand for Spartan Sponsor, (b) three (3) Underwritten Offerings pursuant to this subsection 2.1.3 Demands for FTV and Tiger in the aggregate and (c) is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering. Notwithstanding the foregoing, no Underwritten Demand will be effective hereunder unless the net proceeds (net of underwriting fees and commissions) to the Holders from the sale of the Registrable Securities included in such request exceed $40,000,000 based on the VWAP as of the time of such request or such request includes all Registrable Securities owned by the requesting Holders at such time.

Underwritten Offering. Subject If the holders of not less than 66 2/3% of the Registrable Securities included in any offering pursuant to such Shelf Registration Statement so elect, such offering of Registrable Securities shall be in the provisions form of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with Offering, and the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten from time to time, amend (10including, to the extent required, through a post-effective amendment) days or supplement the Shelf Registration Statement for such purpose. The Holders of a majority of such Registrable Securities included in such Underwritten Offering shall have the right to select the managing underwriter or underwriters to administer such offering; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company’s receipt . The right of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each any Holder who thereafter wishes to include all or a portion of such Holder’s its Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each shall be conditioned upon such Holder that includes all or a portion Holder's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after underwriting to the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demandextent provided herein. All such Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this subsection 2.1.3 such underwriting shall enter into an underwriting agreement in customary form with the Underwriter(s) underwriter or underwriters selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offeringunderwriting. Notwithstanding anything to the foregoingcontrary in this Agreement, in no event shall the Company is not obligated to effect more than an aggregate number of three (3) Underwritten Offerings days pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering which: (i) the Shelf Registration Statement may be postponed pursuant to this subsection 2.1.3 within ninety Section 2.1(b) hereto, (90ii) a Holder's sales of Registrable Securities may be suspended pursuant to Section 2.1(d)(i) hereto, (iii) a Holder's sales of Registrable Securities may be delayed pursuant to Section 2.1(d)(ii) hereto; and (iv) the Shelf Registration Statement may be suspended pursuant to Section 2.1(f) hereto, exceed 120 days after the closing of an Underwritten Offeringin any twelve (12) month period.

Underwritten Offering. Subject Any Holder then able to effect a Demand Registration pursuant to subsection 2.2.1 shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering, to require the Company, subject to the provisions of subsection 2.1.4 2.2.1, subsection 2.2.3, Section 2.4 and Section 2.3 2.5 hereof, to effectuate a distribution of this Agreement, any Demanding Holder may make a written demand for or all of its Registrable Securities by means of an Underwritten Offering pursuant to a Registration Statement filed with new Demand Registration. Any Holder shall have the Commission in accordance with Section 2.1.1 option and right, exercisable by delivering written notice to the Company of this Agreement (its intention to distribute Registrable Securities by means of an “Underwritten Demand”). The Company shallOffering, within ten (10) days of to require the Company’s receipt , subject to the provisions of the Underwritten Demandsubsection 2.2.3, notifySection 2.4 and Section 2.5 hereof, in writing, to effectuate a distribution of any or all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s its Registrable Securities in such by means of an Underwritten Offering pursuant to an Underwritten Demand (each existing effective Registration Statement covering such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten DemandSecurities. All such Demanding Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.2.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Majority-in-Interest of the Demanding Holders initiating the Underwritten Offering, which Underwriter(s) must be reasonably satisfactory to the Company. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3i) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.2.2, unless the dollar amount of the Registrable Securities of the Demanding Holder(s) and their respective Affiliates to be included therein is reasonably likely to result in gross sale proceeds of at least the Minimum Amount, (ii) an Underwritten Offering pursuant to this subsection 2.2.2, other than a Permitted Apache Offering, within ninety (90) days after the closing of an another Underwritten Offering, or (iii) more than four (4) Underwritten Offerings for the same Demanding Holder(s) and their respective Affiliates within any twelve (12)-month period.

Underwritten Offering. Subject (a) In the event that one or more Holders of Registrable Securities (the “Offering Holders”) notify Parent in writing of their election to dispose of Registrable Securities under the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand for Shelf Registration Statement pursuant to an Underwritten Offering pursuant to a Registration Statement filed or Overnight Underwritten Offering and reasonably expect aggregate gross proceeds of at least $30 million from such Underwritten Offering or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days engagement by Parent of the Company’s receipt Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the Underwritten Demand, notify, in writing, all other Holders of on a Business Day and such demand, and each Holder who thereafter wishes notice shall offer such Holders the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an or Overnight Underwritten Demand (Offering such number of Registrable Securities as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that includes all or a portion of such Holder’s Registrable Securities in such is not an Overnight Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, Offering and within two (2) days (one (1) day if Business Days after the Holder receives such offering is notice in the case of an overnight or bought Overnight Underwritten Offering) after the receipt and (ii) Parent will retain Underwriters selected by the Holder Offering Holders holding a majority of the notice from the Company. Upon receipt by the Company Registrable Securities to be disposed of any pursuant to such written notification from a Requesting Holder(s), such Requesting Holder(s) Underwritten Offering or Overnight Underwritten Offering (which Underwriters shall be entitled reasonably acceptable to have their Registrable Securities included in the Underwritten Offering pursuant Parent) to an Underwritten Demand. All conduct such Holders proposing to distribute their Registrable Securities sale through an Underwritten Offering under this subsection 2.1.3 shall enter or Overnight Underwritten Offering including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) selected for such Underwritten Offering by in order to expedite or facilitate the Demanding Holders initiating registration and disposition of the Underwritten Offering. Notwithstanding the foregoingRegistrable Securities; provided, the Company is however, that Parent shall not obligated be required to effect more than an aggregate of three (3) one Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Offering or Overnight Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after Section 2.03 in any 365-day period. Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $35 million. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the closing basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten OfferingOffering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Parent and the Managing Underwriter(s); provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Expenses.

Underwritten Offering. Subject to (a) In the provisions event that (i) following the expiration of subsection 2.1.4 and Section 2.3 of this Agreementthe DK/SBT Lockup Period, any Demanding Holder may make a written demand for an Underwritten Offering pursuant DK Stockholder or any SBT Stockholder and/or (ii) following the expiration of the DEAC Lockup Period, any DEAC Stockholder elects to dispose of Registrable Securities under a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes Offering of all or a portion part of such Holder’s Registrable Securities that are registered by such Registration Statement and reasonably expect aggregate gross proceeds in excess of $75,000,000 (the “Minimum Amount”) from such Underwritten Offering, then the Company shall, upon the written demand of such Stockholders (any such Stockholder a “Requesting Demanding Holder” and, collectively, the “Demanding Holders”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Underwriter(s) managing Underwriter or Underwriters selected for such Underwritten Offering by the Company after consultation with the Demanding Holders initiating and shall take all such other reasonable actions as are requested by the Underwritten Offering. Notwithstanding managing Underwriter or Underwriters in order to expedite or facilitate the foregoingdisposition of such Registrable Securities; provided, however, that the Company is not obligated shall have no obligation to effect facilitate or participate in more than an aggregate of three two (32) Underwritten Offerings pursuant to this subsection 2.1.3 Section 6.02 for each of the DK Stockholders Group, the SBT Stockholder Group and the DEAC Stockholder Group (and not more than six (6) Underwritten Offerings for all Stockholders in the aggregate) (the “Underwritten Offerings Cap”); provided further that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not obligated to effect be counted as an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten OfferingSection 6.02.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, at any time after the three hundred seventy-fifth (375th) day following consummation of the Business Combination (or such earlier time in the event that the demand is with respect to greater than 65% of the Registrable Securities and the Company has obtained the prior written consent of the Sponsor), any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement or a new Registration Statement if such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) business days (one (1) business day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, (x) for all Demanding Holders other than the Sponsor, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings in total, and no more than two (2) Underwritten Offerings within any twelve (12)-month period pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 or within ninety six (906) days months after the closing of an Underwritten Offering and (y) for a Demanding Holder who is the Sponsor, the Company shall only be obligated to effect one (1) Underwritten Offering. Notwithstanding the foregoing, the Company is not required to effect an Underwritten Demand hereunder unless the aggregate net proceeds (net of underwriting fees and commissions) to the Holders from the sale of the Registrable Securities included in such request are reasonably expected to exceed $25,000,000 or such request includes all Registrable Securities owned by the Requesting Holders at such time.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreementhereof, any Demanding each Holder (or Holders in the aggregate) that hold Registrable Securities may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement request (an “Underwritten DemandOffering Request”) to the Company to effect the sale of all or part of the Registrable Securities through an underwritten offering under the Securities Act (an “Underwritten Offering”); provided that (i) the Underwritten Offering Request shall specify the number of Registrable Shares to be sold in the Underwritten Offering and (ii) the estimated market value of such Registrable Shares at the time of such Underwritten Offering Request (based upon the then market price of a share of Common Stock) shall be at least $25,000,000. The Company shallshall use commercially reasonable efforts to launch an Underwritten Offering under the Issuance Registration Statement, as applicable, including filing any prospectus supplement or amendments thereunder, within thirty (30) days after receipt of an Underwritten Offering Request. Within ten (1015) days after receipt of any Underwritten Offering Request in accordance with the terms of this Section 2.1(b), the Company shall give written notice of the Company’s receipt of the proposed Underwritten Demand, notify, in writing, Offering to all other Holders of such demandRegistrable Securities, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities participate in such Underwritten Offering pursuant to an Underwritten Demand shall notify the Company in writing within five (each 5) Business Days after the receipt by such Holder of the notice, and shall specify the number of Registrable Shares to be included in the Underwritten Offering. The Company shall be entitled to select the managing underwriters for any such Underwritten Offering in consultation with the Holder(s), provided that includes all or a portion of such Holder’s Registrable Securities underwriters are reasonably acceptable to the Holder(s) participating in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, . The Company may elect to include in writing, within two (2) days (one (1) day if such offering is an overnight or bought any Underwritten Offering) after the receipt by the Holder Offering additional shares of the notice from the Company. Upon receipt Common Stock to be issued by the Company if the managing underwriters reasonably believe that inclusion of any such written notification from a Requesting Holder(s), such Requesting additional shares will not adversely affect the marketability of the offering and subject the Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering cutback by the Demanding Holders initiating managing underwriters for the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offeringoffering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.6 and Section 2.3 2.5 of this Agreement, the Sponsor, a Holder or group of Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $10 million (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an underwriter(s) (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks); provided that such selection shall be subject to the consent of the Company. The Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within ten five (105) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant to this subsection 2.1.5, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings demanded by the Wag Holders and an aggregate of three (3) Underwritten Offerings demanded by the CHW Holders pursuant to this subsection 2.1.3 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.1.5 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.6 and Section 2.3 2.5 of this Agreement, the Sponsor, a Holder or group of Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder Holder”) may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $40 million (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an underwriter(s), which shall be reasonably acceptable to the Company, and the Company shall have no responsibility for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within ten five (105) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an such Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the such Underwritten Offering pursuant to an such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant to this subsection 2.1.5, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through an such Underwritten Offering under this subsection 2.1.3 2.1.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings demanded by the Holders pursuant to this subsection 2.1.3 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.1.5 within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Offering. Subject (a) In the event that one or more Selling Holders holding at least $10 million (subject to adjustment pursuant to Section 3.04) of Registrable Securities (the provisions “Offering Holders”) notify Parent in writing of subsection 2.1.4 and Section 2.3 their election to dispose of this Agreement, any Demanding Holder may make a written demand for Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering pursuant to a Registration Statement filed or Overnight Underwritten Offering and reasonably expect gross proceeds of at least $10 million from such Underwritten Offering or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days engagement by Parent of the Company’s receipt Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the Underwritten Demand, notify, in writing, all other Holders of on a Business Day and such demand, and each Holder who thereafter wishes notice shall offer such Holders the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an or Overnight Underwritten Demand (Offering such number of Registrable Securities as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that includes all or a portion of such Holder’s Registrable Securities in such is not an Overnight Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, Offering and within two (2) days (one (1) day if Business Days after the Holder receives such offering is notice in the case of an overnight or bought Overnight Underwritten Offering) after and (ii) Parent will retain Underwriters (which Underwriters shall be reasonably acceptable to the receipt by the Holder Offering Holders holding a majority of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the to be disposed of pursuant to such Underwritten Offering pursuant or Overnight Underwritten Offering subject to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities sale through an Underwritten Offering under this subsection 2.1.3 shall enter or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) selected for such Underwritten Offering by in order to expedite or facilitate the Demanding Holders initiating registration and disposition of the Underwritten Offering. Notwithstanding the foregoingRegistrable Securities; provided, the Company is however, that Parent shall not obligated be required to effect more than an aggregate of three (3) one Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Offering or Overnight Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after Section 2.03 in any 365-day period. Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $20 million. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the closing basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten OfferingOffering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Parent and the Managing Underwriter(s); provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Expenses.

Underwritten Offering. Subject Any Holder then able to effect a Demand Registration pursuant to subsection 2.2.1 shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering, to require the Company, subject to the provisions of subsection 2.1.4 2.2.1, subsection 2.2.3, Section 2.4 and Section 2.3 2.5 hereof, to effectuate a distribution of this Agreement, any Demanding Holder may make a written demand for or all of its Registrable Securities by means of an Underwritten Offering pursuant to a Registration Statement filed with new Demand Registration. Any Holder shall have the Commission in accordance with Section 2.1.1 option and right, exercisable by delivering written notice to the Company of this Agreement (its intention to distribute Registrable Securities by means of an “Underwritten Demand”). The Company shallOffering, within ten (10) days of to require the Company’s receipt , subject to the provisions of the Underwritten Demandsubsection 2.2.3, notifySection 2.4 and Section 2.5 hereof, in writing, to effectuate a distribution of any or all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s its Registrable Securities in such by means of an Underwritten Offering pursuant to an Underwritten Demand (each existing effective Registration Statement covering such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten DemandSecurities. All such Demanding Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.2.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Majority-in-Interest of the Demanding Holders initiating the Underwritten Offering, which Underwriter(s) must be reasonably satisfactory to the Company. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3i) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 2.2.2, unless the dollar amount of the Registrable Securities of the Demanding Holder(s) and their respective Affiliates to be included therein is reasonably likely to result in gross sale proceeds of at least the Minimum Amount, (ii) an Underwritten Offering pursuant to this subsection 2.2.2, within ninety (90) days after the closing of an another Underwritten Offering, or (iii) more than one (1) Underwritten Offering for the same Demanding Holder(s) and their respective Affiliates within any twelve (12) month period.

Underwritten Offering. Subject Any Holder then able to effect a Demand Registration pursuant to Section 2 shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering, to require the Company, subject to the provisions of subsection 2.1.4 Sections 2 and Section 2.3 3 hereof, to effectuate a distribution of this Agreement, any Demanding Holder may make a written demand for or all of its Registrable Securities by means of an Underwritten Offering pursuant to a Registration Statement filed with new Demand Registration. Any Holder shall have the Commission in accordance with Section 2.1.1 option and right, exercisable by delivering written notice to the Company of this Agreement (its intention to distribute Registrable Securities by means of an “Underwritten Demand”). The Company shallOffering, within ten (10) days of to require the Company’s receipt , subject to the provisions of the Underwritten DemandSections 2 and 3 hereof, notify, in writing, to effectuate a distribution of any or all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s its Registrable Securities in such by means of an Underwritten Offering pursuant to an Underwritten Demand (each existing effective Registration Statement covering such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten DemandSecurities. All such Demanding Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 Section 2(e) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Underwritten Offering, which Underwriter(s) must be reasonably satisfactory to the Company. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3i) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety Section 2(e), unless the Demand Registration is made following the three-year anniversary of the Effective Date; (90ii) days after the closing of an Underwritten OfferingOffering pursuant to this Section 2(e), unless the dollar amount of the Registrable Securities of the Demanding Holder(s) and their respective Affiliates to be included therein is reasonably likely to result in gross sale proceeds of at least $25 million based on the five (5)-day volume weighted average price as of the date of the Demand Registration; (iii) an Underwritten Offering pursuant to this Section 2(e), if the Company has already effected five (5) Underwritten Offerings requested by the same Demanding Holder(s) and their respective Affiliates; (iv) more than one (1) Underwritten Offering within any three (3)-month period or (v) more than two (2) Underwritten Offerings for the same Demanding Holder(s) and their respective Affiliates within any twelve (12)-month period.

Underwritten Offering. Subject to the provisions of subsection 2.1.4 2.1.3 and Section 2.3 of this Agreement, any Demanding Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Shelf Registration Statement filed with the Commission in accordance with Section 2.1.1 of this Agreement and/or a Preliminary Short Form Prospectus and a Short Form Prospectus to be filed with the Canadian Securities Commissions (an “Underwritten Demand”). The Company shall, within ten five (105) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two three (23) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company in consultation with the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated 2.1.2 in any twelve (12)-month period, (ii) any Underwritten Offering unless the aggregate proceeds expected to effect be received from the sale of the Registrable Securities requested to be included in such Underwritten Offering equals or exceeds US$25 million, or (iii) an Underwritten Offering pursuant to this subsection 2.1.3 2.1.2 within ninety (90) days after the closing of an Underwritten Offering.