Common use of Underwritten Offerings Clause in Contracts

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, sell or distribute at least the lesser of (i) $15.0 million of Registrable Securities Underwritten Offering Threshold in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under pursuant to a Shelf Registration Statement pursuant to an Underwritten OfferingOffering of Common Shares, the Partnership shall, upon request by the Required Holders shall deliver a notice of such election to the Corporation (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Corporation to effect not more than three the Permitted Number of Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period2.03. Upon delivery of such Underwritten Offering Notice to the PartnershipCorporation, the Partnership Corporation shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCorporation) 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 Partnership Corporation in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance Upon receipt of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice, the Corporation shall as soon as practicable use its commercially reasonable efforts to facilitate such Underwritten Offering. In the case of an underwritten “bought deal” or “block trade,” the Underwritten Offering Notice shall be given not less than three Business Days prior to the day the offering is to commence. In connection with any Underwritten Offering of Registrable Securities under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with Underwriters shall be selected by the consent of Electing Holders of a majority of and shall be reasonably acceptable to the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedCorporation. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Corporation shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Corporation or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCorporation, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten OfferingOffering or if the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.02, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.03. No such withdrawal or abandonment shall affect the PartnershipCorporation’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering2.07.

Underwritten Offerings. In The Registrants shall use their reasonable best efforts to (A) cause the event that Initial Shelf Registration Statement to be declared effective under the Required Holders elect Securities Act on or prior to include, other than the Effective Date and (B) keep the Initial Shelf Registration Statement (or a Subsequent Shelf Registration Statement) continuously effective under the Securities Act for a period commencing on the date such Initial Shelf Registration Statement is declared effective until the date which is two years after the Closing Date (subject to extension pursuant to the last paragraph of Section 2.02 of this Agreement5 and subject, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding with respect to Registrable Securities held by them under Restricted Persons, to the limitations set forth in Section 2(c)) or such shorter period ending when (1) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold or (2) all Registrable Securities may be sold pursuant to Rule 144 without volume restrictions (such period as it may be extended being the "Effective Period"). ---------------- Notwithstanding any other provision hereof, the Registrants may postpone or suspend the filing or the effectiveness of a Registration Statement pursuant to an Underwritten Offering(or any amendments or supplements thereto), the Partnership shallif (1) such action is required by applicable law, upon request or (2) such action is taken by the Required Holders Registrants in good faith and for valid business reasons (not including avoidance of such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”party's obligations hereunder), retain underwriters in order to permit including the Electing Holders to effect such sale through an Underwritten Offering. providedacquisition or divestiture of assets, howeverother pending corporate developments, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only public filings with the consent of Holders of a majority of Commission or other similar events, so long as the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements Registrants promptly thereafter comply with the Partnership or the underwriters other than representationsrequirements of Section 5(b) hereof, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Lawif applicable. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of Notwithstanding the occurrence of any event that would reasonably referred to in the immediately preceding sentence (a "Suspension"), such event shall not suspend, postpone or in any other manner ---------- affect the running of the time period after which an Illiquidity Event shall be expected deemed to permit occur and, if the Partnership to exercise its rights to suspend the use filing or effectiveness of a Registration Statement is postponed or suspended as a result of a Suspension, an Illiquidity Event shall nonetheless exist if all other registration statement pursuant to requirements set forth for the occurrence of an Illiquidity Event shall be satisfied, and the provisions of Section 2.034 requiring the payment of liquidated damages, then as set forth in such Section, on the Post-Launch Withdrawing Selling Holders Registrable Securities, shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringbe applicable.

Underwritten Offerings. In the event that the Required one or more Holders elect elects to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% Threshold Amount of the then then-outstanding Registrable Securities held by them under a Shelf Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required such Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing such Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right right, to require the Partnership to effect not more than three (3) Underwritten Offerings Offerings, pursuant to and subject to the conditions of this Section 2.04, subject to a maximum 2.04 of two Underwritten Offerings during any 12-month periodthis Agreement. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day (1) calendar day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, Holders who shall then have two Business Days (2) calendar days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million Threshold Amount of Registrable Securities required under clause (i) of this Section 2.04 necessary to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in Underwriters for such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedsubject to the reasonable consent of the Partnership. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders Partnership and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Selling Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08Expenses; provided, however, that if (Ai) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (Bii) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In the event that any Holder or Holders that are Affiliates of each other (the Required Holders “Electing Holders”) elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 10.0 million of Registrable Securities in the aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Registrable Securities AmountSecurities) and (ii) 100% of the then outstanding Registrable Securities held by them such Electing Holders under a Registration Statement pursuant to an Underwritten Offering, the Partnership Company shall, upon request by the Required Electing Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders each Holder, together with its Affiliates, shall have the option and right to require the Partnership Company to effect not more than three two Underwritten Offerings pursuant to and subject to in the conditions of this Section 2.04aggregate, subject to a maximum of two one Underwritten Offerings Offering during any 1290-month day period. Upon delivery of such Underwritten Offering Notice to the PartnershipCompany, the Partnership Company shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCompany) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Company in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Any Holders notified about an Underwritten Offering by the Partnership Company after the Partnership Company has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 10.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten OfferingCompany, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCompany, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership Company to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership Company during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In If any registration pursuant to this Section 8 shall be underwritten in whole or in part, the event Company may require that the Required Holders elect Registrable Shares requested for inclusion pursuant to includethis Section 8 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If an offering covered by a request for registration under this Section 8 is underwritten in whole or in part and the managing underwriter of such offering determines in good faith that the total number of securities proposed to be sold in such offering exceeds the maximum number of securities which can be marketed at a price reasonably related to the then current market value of such securities and without materially and adversely affecting such offering, then the number of securities to be sold by each prospective seller (including the Company) in the offering shall be reduced as follows: first, the number of securities proposed to be registered by persons other than pursuant the Company having no registration rights shall be reduced, pro rata, to Section 2.02 zero, if necessary; second, the number of this Agreement, at least securities proposed to be registered for sale by the lesser of Company (i) $15.0 million of Registrable Securities in if the aggregate (calculated based on Company is not the Registrable Securities Amount) and (ii) 100% initiator of the then outstanding Registrable Securities held by them under a Registration Statement pursuant registration) shall be reduced to an Underwritten Offeringzero, the Partnership shallif necessary; third, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want Shares and other securities having similar incidental registration rights proposed to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of registered pursuant to this Section 2.04 to request an Underwritten Offering 8 or pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership exercise of such similar registration rights shall be entitled reduced, pro rata, to select the Managing Underwriter or Underwriterszero, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offeringif necessary; and fourth, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings securities proposed to be registered by the Required Holders have Company (if the right and option to request under this Section 2.04. No Company is the initiator of the registration) or by any other persons requesting such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses registration pursuant to Section 2.08; provided, however, that the exercise of demand registration rights (if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (Company is not the “Launch”) initiator of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”registration), and (B) all Selling Holders withdraw shall be reduced, pro rata. Those Registrable Shares which are thus excluded from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwritten public offering shall be expected to permit withheld from the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred market by the Partnership during holders thereof for a period, not to exceed 90 days, which the period from managing underwriter reasonably determines is necessary in order to effect the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringunderwritten public offering.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 25.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership Corporation shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Corporation to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.040, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the PartnershipCorporation, the Partnership Corporation shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCorporation) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Corporation in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership Corporation after the Partnership Corporation has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 25.0 million of Registrable Securities (calculated based on the Registrable Securities Amount) required under clause (i) of this Section 2.04 0 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Corporation shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall Offering (not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Corporation shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Corporation to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Corporation or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCorporation, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten OfferingOffering or if the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.03, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the PartnershipCorporation’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In Notwithstanding anything to the contrary herein, no offering pursuant to this Agreement shall take the form of an underwritten offering without the consent of the Company in its sole discretion; provided, however, that, in the event that as a direct result or consequence of the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser conversion of (i) $15.0 million any shares of Registrable Securities in the aggregate (calculated based on the Registrable Securities AmountPreferred Stock into Common Stock pursuant to Section 6(a)(ii) and of any Certificate of Designation, or (ii) 100% any principal amount of the then outstanding Registrable Securities held by them under a Registration Statement Convertible Note, if any, into shares of Common Stock pursuant to an Underwritten Offering, Section 4.1(b) of the Partnership shall, upon request by the Required Holders Convertible Note (such request, an each a “Underwritten Offering Notice” and such electing Required Holders, the “Electing HoldersForced Conversion Event”), retain underwriters which shares issued upon a conversion described in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) or (ii) above (the “Forced Conversion Shares”) represent, in the aggregate, at least 5% of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementthe Company’s Common Stock then outstanding immediately following such conversion, the Partnership Purchaser shall be entitled have the right to select the Managing Underwriter or Underwriters, but elect to proceed with one (and only with the consent one) underwritten offering of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided that were issued upon a conversion described in such underwriting agreement clause (i) or (ii) above and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that include in such offering any other Registrable Securities (whether or all not such Registrable Securities are Forced Conversion Shares) held by the Purchaser or any of its Affiliates at the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit time of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriteroffering; provided, howeverfurther, that any such withdrawal must be made no later than underwritten offering shall cover Registrable Securities that represent at least 5% of the Company’s Common Stock outstanding at the time of pricing of such Underwritten Offeringoffering. If all Selling Holders withdraw from In the event that the Purchaser elects to proceed with an Underwritten Offering prior underwritten offering pursuant to the pricing first proviso clause of such Underwritten Offeringthe preceding sentence, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch Purchaser and the Company, (1) within fifteen (15) days of the last conversion event that results in the Purchaser and its Affiliates holding in the aggregate Forced Conversion Shares representing 5% of the then outstanding Common Stock immediately following such conversion event (the “Launch”) of such Underwritten Offering (such Selling Holders, the “PostFifteen-Launch Withdrawing Selling HoldersDay Notice Period”), shall commence preparations for and diligently proceed with such underwritten offering, if the Purchaser provides notice to Company of Purchaser’s desire to proceed with such offering within such Fifteen-Day Notice Period, or (2) at a time reasonably acceptable to both the Company and the Purchaser, shall commence preparations for and diligently proceed with such underwritten offering, if the Purchaser provides notice to the Company of the Purchaser’s desire to proceed with such offering at any time after the expiration of the Fifteen Day Notice Period, and (B) the Purchaser shall have the right to select an investment banker and manager to administer any such offering, which investment banker or manager shall be reasonably satisfactory to the Company. Once the provisions of this Section 8.1(e) have been triggered by the Purchaser, the provisions of this Section 8.1(e) shall similarly be triggered and apply in each instance, if any, in which the Purchaser and its Affiliates acquire (through one or more Forced Conversion Events) Forced Conversion Shares that result in their holding Forced Conversion Shares that represent at least 5% of the then outstanding Common Stock immediately following the applicable conversion event(s) (which shares are in addition to any Forced Conversion Shares that formed the basis for an earlier triggering event pursuant to this Section 8.1(e)). In the event the Purchaser elects to engage the services of an underwriter in accordance with this Section 8.1(e), the Company agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including customary indemnification and contribution obligations, with the managing underwriter of such offering and to take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities; provided that, notwithstanding anything to the contrary in Section 8.5(a), all Selling Holders withdraw from fees and expenses of such Underwritten Offering prior to pricing, underwritten offering shall be for the account of the Purchaser (and not for the account of the Company) other than in either clause (Ai) or the fees and expenses of counsel to the Company and (Bii) as a result of independent certified public accountants of the occurrence Company (including the expenses of any event that would reasonably be expected special audit and comfort letters required by or incident to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringperformance).

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of So long as the Registration Statement remains in effect, each Participating Holder shall have the right at any time or from time to time to elect to sell Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders offering (such request, including pursuant to an underwritten offering (an “Underwritten Offering Notice” and such electing Required Holders, the “Electing HoldersOffering”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ); provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions aggregate amount of this Section 2.04, subject to a maximum of two Underwritten Offerings during Registrable Securities included in any 12-month period. Upon delivery of such Underwritten Offering Notice to must be at least the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery lesser of the Underwritten Offering Notice amount reasonably expected to result in gross proceeds of $25 million and the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing remainder of the number of Registrable Securities held by such Holder that they want Holder. The applicable Holders shall make such election by delivering to be included in the Company a written request (a “Shelf Offering Request”) for such Underwritten Offering. For offering specifying the avoidance number of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Shelf Registrable Securities required under clause (i) of this Section 2.04 that such Holders desire to request an Underwritten Offering sell pursuant to an Underwritten such offering (the “Shelf Offering”). The Company shall, as expeditiously as possible, use its commercially reasonable efforts to facilitate such Shelf Offering Noticeand shall pay all reasonable Registration Expenses in connection to the offering. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which The Company shall not be unreasonably withheldobligated to effect more than one (1) underwritten Shelf Offering in any six (6) month period under this Section 2.1(b) unless the Company otherwise consents. A Shelf Offering may be in the form of a block or bought trade (a “Block Trade”), delayed or conditionedincluding as an underwritten Block Trade so long as the Company is eligible to use a Form S-3 registration statement at the time of such Block Trade. In connection with an Underwritten Offering contemplated Such Holders only need to notify the Company of the Block Trade five Business Days prior to the day such offering is to commence (unless a longer period is agreed to by this Agreement in which a Selling Holder participates, each Selling Holder Holders) and the Partnership Company shall be obligated as expeditiously as possible use its commercially reasonable efforts to enter into an underwriting agreement facilitate such offering (which may close as early as two Business Days after the date it commences); provided that contains Holders wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such representationsrequest in order to facilitate preparation of the registration statement, covenants, indemnities prospectus and other rights offering documentation related to the underwritten Block Trade. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate shall not disclose or use the information contained in such Underwritten Shelf Offering unless such Selling Holder agrees to sell its Registrable Securities on Notice without the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all prior written consent of the representations and warranties by, and Company or until such time as the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any information contained therein is or all of the conditions precedent becomes available to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters public generally, other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, as a result of disclosure by the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves in breach of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingAgreement.

Underwritten Offerings. In the event that any Holder or Holders that are Affiliates of each other (the Required Holders “Electing Holders”) elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 10.0 million of Common Stock Registrable Securities in the aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Common Stock Registrable Securities AmountSecurities) and (ii) 100% of the then outstanding Common Stock Registrable Securities held by them such Electing Holders under a Registration Statement pursuant to an Underwritten Offering, the Partnership Company shall, upon request by the Required Electing Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders each Holder, together with its Affiliates, shall have the option and right to require the Partnership Company to effect not more than three four Underwritten Offerings pursuant to and subject to in the conditions of this Section 2.04aggregate, subject to a maximum of two one Underwritten Offerings Offering during any 1290-month day period. Upon delivery of such Underwritten Offering Notice to the PartnershipCompany, the Partnership Company shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCompany) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Company in writing of the number of Common Stock Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Any Holders notified about an Underwritten Offering by the Partnership Company after the Partnership Company has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Common Stock Registrable Securities being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten OfferingCompany, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, 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 such Underwritten Offering unless such Selling Holder agrees to sell its Common Stock Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCompany, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership Company to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership Company during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In connection with any Underwritten Offering under this Section 2(c), the event that notice to the Required Holders elect Investors shall state whether such offering is an Underwritten Offering and the Company shall not be required to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of include any Registrable Securities in such Underwriting Offering unless the aggregate (calculated based on the Investors requesting inclusion of such Registrable Securities Amount) and (ii) 100% accept the terms of the then outstanding underwriting as reasonably agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Investor that has requested that Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to it be included in such Underwritten Offering. For Registration Statement shall (together with the avoidance of doubt, any Holders notified about an Underwritten Offering by Company and the Partnership after other Investors distributing the Partnership has received securities through such underwriting) enter into such underwriting agreement as reasonably agreed upon between the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward Company and the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Noticemanaging Underwriter or Underwriters. In connection with any Underwritten Offering under this AgreementSection 2(c), if in the Partnership shall be entitled to select reasonable opinion of the Managing managing Underwriter or Underwriters, but only with the consent registration of Holders of a majority of the Registrable Securities being sold in such Underwritten Offeringall, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Registrable Securities requested to and for the benefit of be included in such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution registration and any other representation required securities to be included in such registration adversely affect the marketing of the securities offered by Lawthe Company or the holders of securities initiating such registration (the “Demanding Holders”), then: (i) in the case of an Underwritten Offering by the Company, (A) the Company shall not be cutback and (B) the Registrable Securities requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise limitations contained in the Warrants) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person, and (ii) in the case of an Underwritten Offering by a Demanding Holder, (A) the Demanding Holder (and other parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be cutback and (B) the Registrable Securities requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise limitations contained in the Warrants) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person. If any Selling Holder Investor disapproves of the terms of an any such underwriting, such Selling Holder it may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In If the event that securities covered by a registration statement filed by the Required Holders elect Company pursuant to include, this Section 2.3 (other than pursuant those securities held by the holders of Registrable Securities) are to Section 2.02 be sold by underwriters in an underwritten public offering, the Company shall use its reasonable best efforts to cause the managing underwriter of this Agreement, at least the lesser of (i) $15.0 million proposed offering to permit the securities owned by the holders of Registrable Securities to be included in the aggregate (calculated based proposed offering on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. same terms; provided, however, that the Required Holders Registrable Securities included in such registration shall have be sold or distributed in a manner identical to the option and right to require manner in which the Partnership to effect not more than three Underwritten Offerings other securities that are the subject of such registration are sold or distributed. Notwithstanding the foregoing, if the Registrable Securities requested for inclusion pursuant to and subject to the conditions of this Section 2.042.3 together with any other shares that have similar piggyback registration rights and any other shares proposed to be offered by persons other than the Company (such other shares and the Registrable Securities being collectively referred to as the "Requested Stock") would, subject to a maximum in the good faith judgment of two Underwritten Offerings during any 12-month period. Upon delivery the managing underwriter of such Underwritten Offering Notice to the Partnershippublic offering, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of reduce the number of Registrable Securities held shares to be offered by such Holder that they want the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering underwritten public offering may be reduced pro rata (by the Partnership after number of shares) among the Partnership has received holders thereof requesting such registration or excluded in their entirety if so required by the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward managing underwriter. To the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but extent only with the consent of Holders of a majority portion of the Registrable Securities being sold Requested Stock is included in such Underwritten Offeringthe underwritten public offering, which those shares of Requested Stock that are thus excluded from the underwritten public offering shall not be unreasonably withhelddisposed of by the holders thereof for a period, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated not to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all exceed 180 days after consummation of the representations and warranties byunderwritten public offering, and that the other agreements on the part of, the Partnership managing underwriter reasonably determines is necessary in order to and for the benefit of effect such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriteroffering; provided, however, that any (except as to holders who are affiliates of the Company) such withdrawal must date shall not be made no later than the time earliest date at which similar restrictions on sales of pricing securities of such Underwritten Offeringthe Company by any non-affiliate of the Company are terminated, released or waived. If all Selling Holders withdraw from an Underwritten Offering prior to For purposes of the pricing of such Underwritten Offeringforegoing sentence, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and term "dispose of" means to sell, offer, contract to sell, pledge, grant any option to request under this Section 2.04purchase or otherwise dispose of Registrable Securities or any securities convertible into or exchangeable or exerciseable for, or any rights to purchase or acquire, Registrable Securities. No such withdrawal Such term contemplates, among other things, any hedging or abandonment shall affect other type of transaction that is designed or reasonably expected to lead to or result in a disposition of Registrable Securities during the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided"Black-out Period," including, howeverwithout limitation, that if any short sale (A) certain Selling Holders withdraw from an Underwritten Offering after whether or not against the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (Abox) or (B) as a result of the occurrence any purchase, sale or grant of any event right (including, without limitation, any put or call option) with respect to Registrable Securities or with respect to any security that would reasonably be expected includes, relates to permit the Partnership to exercise or derives any significant part of its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period value from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistrable Securities.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million Following the effectiveness of the Resale Registration Statement, Parent shall conduct one or more underwritten resales of Registrable Securities (an “Underwritten Shelf Take-Down”) upon the written request of one or more holders of Registrable Securities with an aggregate value of $50,000,000 or more, which Underwritten Shelf Take-Down may be in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% form of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (block trade or overnight deal. Upon receipt of any such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders Parent shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable promptly (but in no event later than one Business Day five business days following the date of delivery of the Underwritten Offering Notice to the Partnershipreceipt thereof) deliver notice of such Underwritten Offering Notice request to all other Holders, holders of Registrable Securities who shall then have two Business Days five business days US-DOCS\100678152.13 from the date that such notice is given to them to notify the Partnership Parent in writing of the number of Registrable Securities held by such Holder that they want their desire to be included in such Underwritten OfferingShelf Take-Down. For the avoidance of doubt, The sole or managing underwriters and any Holders notified about additional investment bankers and managers to be used in connection with an Underwritten Offering Shelf Take-Down shall be selected by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders holders of a majority of the Registrable Securities being sold included in such Underwritten OfferingShelf Take-Down, which shall subject to the prior written consent of Parent, such consent to not be unreasonably withheld, delayed withheld or conditioneddelayed. In connection with an Underwritten Offering contemplated by this Agreement in which The holders of a Selling Holder participates, each Selling Holder and majority of the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate Registrable Securities included in such Underwritten Offering unless such Selling Holder agrees Shelf Take-Down shall also have the right to sell its Registrable Securities on determine the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method plan of distribution and any other representation required by Lawselect counsel for such holders. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice Notwithstanding anything herein to the Partnershipcontrary, in no event shall holders be entitled to effect an Underwritten Shelf Take-Down (x) unless the Electing Holders aggregate gross proceeds expected to be received from the sale of Registrable Securities in such Underwritten Shelf Take-Down are at least $50,000,000 and (y) on more than three occasions. Notwithstanding the Managing Underwriterforegoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that any such Underwritten Shelf Take-Down would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay such Underwritten Shelf Take-Down to the extent reasonably necessary; provided, however, that (i) the length of any such withdrawal must be made no later deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering once in any 12-month period; and will not decrease the number of available Underwritten Offerings the Required Holders have provided that Parent may exercise this right or the right and option to request under this set forth in the last sentence of Section 2.04. No 4.2(a) but not both during such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post12-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringmonth period.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million Following the effectiveness of the Resale Registration Statement, Parent shall conduct one or more underwritten resales of Registrable Securities (an “Underwritten Shelf Take-Down”) upon the written request of one or more holders of Registrable Securities with an aggregate value of $50,000,000 or more, which Underwritten Shelf Take-Down may be in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% form of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (block trade or overnight deal. Upon receipt of any such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders Parent shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable promptly (but in no event later than one Business Day five business days following the date of delivery of the Underwritten Offering Notice to the Partnershipreceipt thereof) deliver notice of such Underwritten Offering Notice request to all other Holders, holders of Registrable Securities who shall then have two Business Days five business days US-DOCS\101033924.7 from the date that such notice is given to them to notify the Partnership Parent in writing of the number of Registrable Securities held by such Holder that they want their desire to be included in such Underwritten OfferingShelf Take-Down. For the avoidance of doubt, The sole or managing underwriters and any Holders notified about additional investment bankers and managers to be used in connection with an Underwritten Offering Shelf Take-Down shall be selected by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders holders of a majority of the Registrable Securities being sold included in such Underwritten OfferingShelf Take-Down, which shall subject to the prior written consent of Parent, such consent to not be unreasonably withheld, delayed withheld or conditioneddelayed. In connection with an Underwritten Offering contemplated by this Agreement in which The holders of a Selling Holder participates, each Selling Holder and majority of the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate Registrable Securities included in such Underwritten Offering unless such Selling Holder agrees Shelf Take-Down shall also have the right to sell its Registrable Securities on determine the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method plan of distribution and any other representation required by Lawselect counsel for such holders. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice Notwithstanding anything herein to the Partnershipcontrary, in no event shall holders be entitled to effect an Underwritten Shelf Take-Down (x) unless the Electing Holders aggregate gross proceeds expected to be received from the sale of Registrable Securities in such Underwritten Shelf Take-Down are at least $50,000,000 and (y) on more than three occasions. Notwithstanding the Managing Underwriterforegoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that any such Underwritten Shelf Take-Down would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay such Underwritten Shelf Take-Down to the extent reasonably necessary; provided, however, that (i) the length of any such withdrawal must be made no later deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering once in any 12-month period; and will not decrease the number of available Underwritten Offerings the Required Holders have provided that Parent may exercise this right or the right and option to request under this set forth in the last sentence of Section 2.04. No 4.2(b)(a) but not both during such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post12-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringmonth period.

Underwritten Offerings. In the event that any Holder or Holders that are Affiliates of each other (the Required Holders “Electing Holders”) elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 25.0 million of Common Stock Registrable Securities in the aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Common Stock Registrable Securities AmountSecurities) and (ii) 100% of the then outstanding Common Stock Registrable Securities held by them such Electing Holders under a Registration Statement pursuant to an Underwritten Offering, the Partnership Company shall, upon request by the Required Electing Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders each Holder, together with its Affiliates, shall have the option and right to require the Partnership Company to effect not more than three four Underwritten Offerings pursuant to and subject to in the conditions of this Section 2.04aggregate, subject to a maximum of two one Underwritten Offerings Offering during any 1290-month day period. Upon delivery of such Underwritten Offering Notice to the PartnershipCompany, the Partnership Company shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCompany) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Company in writing of the number of Common Stock Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Any Holders notified about an Underwritten Offering by the Partnership Company after the Partnership Company has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 25.0 million of Common Stock Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Common Stock Registrable Securities being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten OfferingCompany, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, 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 such Underwritten Offering unless such Selling Holder agrees to sell its Common Stock Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCompany, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership Company to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership Company during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon Upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Company to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.042.03, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the PartnershipCompany, the Partnership Company shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCompany) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Company in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Required Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall (not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCompany, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten OfferingOffering or if the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.02, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.03. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an 2.07. The Company shall not include in any Underwritten Offering after any securities which are not Registrable Securities without the public announcement at launch (prior written consent of the “Launch”) Required Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the holders of Registrable Securities in writing that in its reasonable and good faith opinion the number of Common Shares proposed to be included in the Underwritten Offering, including all Registrable Securities and all other Common Shares proposed to be included in such Underwritten Offering, exceeds the number of Common Shares which can be sold in such Underwritten Offering and/or the number of Common Shares proposed to be included in such Underwritten Offering would adversely affect the price per share of the Common Shares proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (such Selling Holdersi) first, the “Post-Launch Withdrawing Selling Holders”)Common Shares the holders of Registrable Securities propose to sell, and (Bii) all Selling Holders withdraw from such Underwritten Offering prior second, the Common Shares proposed to pricing, be included therein by any other than in either clause Persons (A) or (B) as a result including Common Shares to be sold for the account of the occurrence Company and/or other holders of any event Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that would reasonably less than all of the Registrable Securities proposed to be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03sold can be included in such offering, then the Post-Launch Withdrawing Selling Holders Registrable Securities that are included in such offering shall pay for all reasonable Registration Expenses incurred be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by the Partnership during the period from the Launch of each such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringholder.

Underwritten Offerings. In (a) If the event that the Required Holders elect to include, other than Notes are exchanged pursuant to Section 2.02 a Note Holder Initiated Conversion and participating Note Holder(s) (and/or Agent acting on their behalf) deliver a notice to the Company to request to effect an underwritten offering for cash of this Agreement, at least the lesser of (i) not less than $15.0 million 100,000,000 of Registrable Securities in deliverable upon such Note Holder Initiated Conversion, then the aggregate Company shall ensure that (calculated based on the x) an effective Shelf Registration Statement covering such Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject is available to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall requesting Holder(s) as soon as practicable following the date of such notice, and (but y) all other steps required to be taken by the Company pursuant to this Agreement in no event order to enable such an underwritten offering of Registrable Securities are taken in accordance with the terms hereof, including the entry by the Company into an underwriting agreement in accordance with Section 4(c) hereof and compliance by the Company with other underwritten offering related procedures in accordance with Section 5(m) hereof, in each case not later than one Business the fifth Scheduled Trading Day following the date of delivery such request, unless the Company reasonably establishes, before such fifth Scheduled Trading Day, that for valid reason(s) outside of the Underwritten Offering Notice Company’s control, a certain condition or conditions are unable to be satisfied by the Partnership) deliver notice fifth Scheduled Trading Day following the date of such Underwritten Offering Notice request, but that such condition or conditions are reasonably likely to all other Holders, who shall then have two Business Days from be satisfied not later than the tenth Scheduled Trading Day following the date of such request (and that the Company continues to use its best efforts to cause such notice is given condition or conditions to them be so satisfied), in which case the Company’s obligations to notify comply with this Section 4 and, if the Partnership applicable Note Holder Initiated Conversion has not then been consummated, to deliver shares in writing accordance with Section 9.9 of the number Amended and Restated Note Purchase Agreement may be deferred until such time not later than the tenth Scheduled Trading Day following the date of Registrable Securities held by such request and any related Demand under Section 3 hereof; provided that, if the Note Holder that they want Initiated Conversion has not then been consummated, and if the Company is unable to be included in satisfy all such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering conditions by the Partnership after tenth Scheduled Trading Day following the Partnership has received date of such notice, then the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (irequesting Holder(s) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall will be entitled to select revoke the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority conversion notice previously delivered pursuant to Section 9.5A of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Amended and Restated Note Purchase Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, revoke the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment 4 and any related Demand under Section 3 hereof; provided, further, that the Company shall affect the Partnership’s obligation not be required to pay Registration Expenses effect more than a total of three underwritten offerings in any calendar year pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”2 and this Section 4(a), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In If the event that intended method of distributing the Required Holders elect Underlying Shares and/or Restricted Shares to include, other than be included in a registration pursuant to Section 2.02 7.3 or Section 7.5 is an underwritten public offering, then the Company shall select the managing underwriter(s) for such offering, subject in the case of this Agreement, a registration pursuant to Section 7.3 to the written consent of the Holders of at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% a majority of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want Underlying Shares and/or Restricted Shares to be included in such Underwritten Offeringregistration, which consent shall not be unreasonably withheld. For the avoidance Each Holder of doubtUnderlying Shares and/or Restricted Shares to be included in a registration pursuant to Section 7.3 or Section 7.5 which is an underwritten public offering shall enter into an underwriting agreement, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate custody agreement and power of attorney in such Underwritten Offeringforms as the managing underwriter(s) and the Company shall reasonably request, but which shall not count toward in no event contain indemnity or contribution provisions inconsistent with the $15.0 million provisions of Registrable Securities required under clause (i) Section 7.8, provided that in the case of this Section 2.04 to request an Underwritten Offering a registration pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, Section 7.3 such agreements and documents are in customary form and substance or reasonably acceptable to the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of said Underlying Shares and/or Restricted Shares. Each Holder of the Registrable Securities being sold Warrants or Restricted Shares shall refrain from selling Warrants or Restricted Shares for a period not to exceed 90 days from the date of the public offering or if such offering is an underwritten distribution such longer period, not to exceed 180 days, as the managing underwriter in such Underwritten Offeringregistration shall have determined to be necessary or desirable in light of then current market conditions, any Underlying Shares or Restricted Shares which shall are not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement included in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses registration pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) 7.3 or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering7.5.

Underwritten Offerings. In During Pendency of a Shelf Registration -------------------------------------------------------------- Statement. At any time and from time to time during the event that period in which Patriot --------- and Wyndham are obligated to use all reasonable efforts to maintain the Required effectiveness of the Form S-4 or a Shelf Registration Statement, one or more Holders elect to include, other than pursuant to Section 2.02 holding Registrable Securities with a market value of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate 20,000,000 (calculated based on the Registrable Securities Amountclosing sale price of such securities on the principal securities exchange on which such securities are listed on the business day immediately preceding such initial notice) may give notice to Patriot and (ii) 100% Wyndham of the then outstanding Registrable Securities held by them under a Registration Statement pursuant their desire to effect an Underwritten Offering, the Partnership and Patriot and Wyndham shall, upon request if requested by the Required managing underwriter or underwriters, if any, or Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of holding a majority of the Registrable Securities being sold registered, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Form S-4 or the applicable Shelf Registration Registration Rights Agreement Statement (or in another Registration Statement, if required) such information as the managing underwriter or underwriters, if any, and such Holders agree should be included therein as may be required by applicable law and (ii) make all required filings of such Prospectus supplement or such post-effective amendment (or other Registration Statement) as soon as practicable after Patriot and Wyndham have received notification of the matters to be incorporated in such Underwritten Offering, which shall not be unreasonably withheld, delayed Prospectus supplement or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and post-effective amendment (or other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing UnderwriterRegistration Statement); provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events Patriot and Wyndham will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option required to request -------- ------- take any actions under this Section 2.04paragraph that are not, in the opinion of counsel for Patriot and Wyndham, in compliance with applicable law. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of In any such Underwritten Offering (or in any offering which may not be underwritten, Patriot and Wyndham shall, if requested by the managing underwriter, the underwriters, the selling agents, or the investment bankers, if any, of the Holders making the offering or by such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from take such Underwritten Offering prior to pricing, other than actions as may be appropriate for such offering as are described in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering6 hereof.

Underwritten Offerings. In connection with any Underwritten Offering under this Section 2.3 (but not including Underwritten Offerings under Section 2.1), the event that notice to the Required Holders elect shall state whether such offering is an Underwritten Offering and the Company shall not be required to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of include any Registrable Securities in such Underwriting Offering unless the aggregate (calculated based on the Holders requesting inclusion of such Registrable Securities Amount) and (ii) 100% accept the terms of the then outstanding underwriting as reasonably agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Holder that has requested that Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to it be included in such Underwritten Offering. For Registration Statement shall (together with the avoidance of doubt, any Company and the other Holders notified about an Underwritten Offering by distributing the Partnership after securities through such underwriting) enter into such underwriting agreement as reasonably agreed upon between the Partnership has received Company and the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Noticemanaging Underwriter or Underwriters. In connection with any Underwritten Offering under this AgreementSection 2.3 (but not including Underwritten Offerings under Section 2.1), if in the Partnership shall be entitled to select reasonable and good faith opinion of the Managing managing Underwriter or Underwriters, but only with the consent registration of Holders of a majority of the Registrable Securities being sold in such Underwritten Offeringall, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Registrable Securities requested to and for the benefit of be included in such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution registration and any other representation required securities to be included in such registration jeopardize the success of the offering by Lawthe Company or the holders of securities initiating such registration (the “Demanding Holders”), then: (i) in the case of an Underwritten Offering by the Company, (A) the Company shall not be cutback and (B) the Registrable Securities and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person; and (ii) in the case of an Underwritten Offering by a Demanding Holder, (A) the Demanding Holder (and other parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be cutback and (B) the Registrable Securities and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person. If any Selling Holder disapproves of the terms of an any such underwriting, such Selling Holder it may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In Subject to the event that provisions of this Section 5, at any time and from time to time during the Required Holders elect to include, other than pursuant to Section 2.02 term of this Agreement, at least Xxxxxxxx HoldCo (on behalf of any Demanding Holder) shall have the lesser of (i) $15.0 million of Registrable Securities in right to make written requests to the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders this Section 5 (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing HoldersDemand”). Prior to making any Underwritten Demand, retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders Xxxxxxxx HoldCo shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver give prior written notice of such Underwritten Offering Notice Demand to all of the other Holders, who and such Underwritten Demand shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing contain all of the number Registrable Securities requested by all of the other Holders for inclusion in such Registration Statement. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 5(b) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company as described below. Any Underwritten Demand shall specify the aggregate amount of Registrable Securities held by such Holder that they want intended to be included in such Underwritten OfferingOffering and the intended method of distribution thereof and whether such offering shall be a “firm commitment” underwriting. For Subject to Section 5(g), the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate Company shall include in such Underwritten Offering, but shall not count toward Offering all of the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 requested by any Holders for inclusion in such Underwritten Demand. The Company shall have the right to request an Underwritten Offering pursuant select the managing underwriter or underwriters to an Underwritten Offering Notice. In connection with administer any Underwritten Offering under this Agreementrelated to Underwritten Demands, which managing underwriters shall be selected from those listed on Exhibit E, or, to the extent not listed on Exhibit E, which underwriter(s) shall be agreed upon by the Company and Xxxxxxxx HoldCo; provided, that in the event of a “bought deal” or similarly structured transaction where underwriting terms and pricing are solicited from multiple managing underwriters, the Partnership Company shall designate three (3) or more participating underwriters for such transaction from those listed on Exhibit E or which are otherwise agreed to by the Company and Xxxxxxxx HoldCo, and in such case, Xxxxxxxx HoldCo shall be entitled to select the Managing Underwriter or Underwriters, but only with managing underwriter from among the consent of Holders of a majority of participating underwriters designated by the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedCompany. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and no event will the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall Company be required to make effect (i) more than eight (8) Block Trades, Other Coordinated Offerings or Underwritten Offerings relating to Underwritten Demands in the aggregate, or (ii) more than one (1) Block Trade, Other Coordinated Offering or Underwritten Offering relating to an Underwritten Demand in the aggregate during any representations or warranties to or agreements with one hundred and eighty (180)-day period. The one hundred and eighty (180)-day periods reference in the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale preceding sentence will be registered, counted beginning on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingClosing Date.

Underwritten Offerings. In At any time during the event that the Required Holders elect Shelf Period (subject to includeany Blackout Period), other than pursuant to Section 2.02 of this Agreementany one or more Backstop Parties who, at least the lesser of (i) $15.0 million of Registrable Securities together with their Affiliates, beneficially own in the aggregate at least five percent (calculated based 5%) of the Ordinary Shares issued and outstanding on the Effective Date (such Backstop Parties, the “Threshold Backstop Parties”) may request to sell all or any portion of the Registrable Securities Amountbeneficially owned by such Threshold Backstop Parties in an underwritten Public Offering (including a “bought deal” or “overnight transaction,” (each, a “Bought Deal”) and (ii) 100% of that is registered pursuant to the then outstanding Registrable Securities held by them under a Shelf Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such requesteach, an “Underwritten Offering”); provided, that (x) the first Underwritten Offering Notice” and such electing Required Holders, pursuant to the Shelf Registration Statement (the “Electing HoldersRe-IPO”)) may only be initiated by the Necessary Backstop Parties, retain underwriters in order and (y) the Company shall not be obligated to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not effect: (A) more than three four (4) Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during 1(a)(vi) in any consecutive 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable ; or (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipB) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, Section 1(a)(vi) if the Partnership shall aggregate proceeds expected to be entitled to select received from the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority sale of the Registrable Securities being requested to be sold in such Underwritten Offering, which shall not be unreasonably withheldin the good faith judgment of the managing underwriter(s) therefor, delayed or conditioned. In connection with is less than (A) in the case of the Re-IPO, $200 million, and (B) in the case of any subsequent Underwritten Offering, $100 million, as of the date the Company receives an Underwritten Offering contemplated by Request, provided further, that the Shareholder Backstop Parties shall not initiate any Underwritten Offerings pursuant to this Agreement in which a Selling Holder participates, each Selling Holder and Section 1(a)(vi) until the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all expiration of the representations four year period referenced in the Section entitled “Conversion Mechanics and warranties byConversion Ratio” of the New Convertible Notes Class B Term Sheet attached to the Restructuring Support Agreement (the “Class B Restriction Period”) and thereafter may initiate one (1) in any consecutive 12-month period, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, howeverprovided further, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from (A) a Bought Deal shall not constitute an Underwritten Offering prior to for purposes of the pricing of such Underwritten Offering, limitation set forth in the events will not be considered an Underwritten Offering preceding clauses (x) and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”y), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement block trade or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders Alternative Transaction shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such not constitute an Underwritten Offering.

Underwritten Offerings. In If a Holder proposes to offer and sell Registrable Securities in an offering to the event public that involves an underwriter or underwriters, including in a block trade (an “Underwritten Offering”) the Required Holders elect to includefollowing conditions shall apply: (a) so long as the Shelf Registration Statement is effective, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million a Holder of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under may deliver a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject notice to the conditions of this Section 2.04Company (a “Take-Down Notice”) stating that it, subject to a maximum of two Underwritten Offerings during together with any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given intend to them to notify the Partnership sell at least $100,000,000 in writing of the number aggregate value of Registrable Securities held by such Holder and such other Holders in the aggregate (provided that, if the Holder and its Affiliates do not collectively own at least $100,000,000 of Registrable Securities, they shall be permitted to deliver a Take-Down Notice to sell all of the Registrable Securities held by them (but such amount may not in any case be less than $25,000,000 collectively of Registrable Securities), in each case, pursuant to the Shelf Registration Statement; (b) the Company will give written notice pursuant to Section 6.4 to each Holder of Registrable Securities of receipt of a Take-Down Notice; (c) based on the Take-Down Notice and any written request of any other Holder of Registrable Securities, given within ten (10) days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 2.3, use its commercially reasonable efforts to amend or supplement the Shelf Registration Statement as may be necessary, and to the extent required by law, so that they want the Shelf Registration Statement remains available in order to enable all Registrable Securities covered by the Take-Down Notice and such other requests to be included distributed in an Underwritten Offering so long as such Underwritten Offering of Registrable Securities satisfies the dollar thresholds set forth in clause (a) above; (d) where the Take-Down Notice contemplates marketing efforts not to exceed twenty-four (24) hours by the Company and the underwriters, the Company will use reasonable efforts to cooperate and make its senior officers available for participation in such Underwritten Offering. For marketing efforts (which marketing efforts will not, for the avoidance of doubt, any Holders notified about an include a “road show” requiring such officers to travel outside of the city in which they are primarily located); (e) the Holder of Registrable Securities that delivered the applicable Take-Down Notice shall select the underwriter(s) for each Underwritten Offering by Offering, provided that the Partnership after managing underwriter(s) (if there is only one underwriter, such underwriter shall be deemed to be the Partnership has received managing underwriter) shall be reasonably acceptable to the corresponding Underwritten Offering Company; (f) the Company shall select the counsel for the managing underwriter(s), provided that such counsel shall be reasonably acceptable to the underwriter(s) and the Holder of Registrable Securities that delivered the applicable Take-Down Notice; and (g) the Holder of Registrable Securities that delivered the applicable Take-Down Notice may participate shall determine the timing and pricing of the Registrable Securities offered, including the underwriting discount and fees payable to the underwriters in such Underwritten Offering, but Offering and the Holders whose Registrable Securities are included in the Underwritten Offering shall not count toward be solely responsible for all discounts and fees payable to such underwriters pro rata to the $15.0 million number of their shares so included. No Holder may deliver more than one Take-Down Notice in any period of twelve (12) consecutive months. Without the consent of the Holder of Registrable Securities required under clause (i) of this Section 2.04 to request an that delivered the applicable Take-Down Notice, no Underwritten Offering pursuant to an Underwritten Offering Noticethis Section 2.3 shall include any securities other than Registrable Securities. In connection with any Underwritten Offering Notwithstanding anything herein to the contrary, if Holders of Registrable Securities engage or propose to engage in a “distribution” (as defined in Regulation M under this Agreementthe Exchange Act) of Registrable Securities, such Holders shall discuss the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only timing of such distribution with the consent of Holders of a majority of the Registrable Securities being sold in Company reasonably prior to commencing such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioneddistribution. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent Notwithstanding anything herein to the contrary, nothing in this Section 2.3 shall amend, impact or otherwise affect the terms, provisions or obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses party pursuant to Section 2.08; provided2.1 above, howeverincluding without limitation, that if (Ai) certain Selling Holders withdraw from an Underwritten Offering after altering the public announcement at launch (Company’s obligations to file and maintain the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Shelf Registration Statement or other registration statement pursuant to Section 2.03, then in accordance with the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.provisions of

Underwritten Offerings. a. In the event that of a CST Public Sale involving an offering of CST Common Stock or other equity securities of CST in an Underwritten Offering (whether or not the Required Holders elect to includeparticipate therein), other than pursuant to Section 2.02 of this Agreementthe Holders hereby agree, at least the lesser of (i) $15.0 million of Registrable Securities and, in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% event of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to CST Public Sale of CST Common Stock or other equity securities of CST in an Underwritten Offering, the Partnership shallCST shall agree, upon request and it shall cause its executive officers and directors to agree, if requested by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain managing underwriter or underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, 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 such Underwritten Offering unless such or by the Selling Holder agrees or the dealer manager not to sell its Registrable Securities on the basis provided effect any Sale or distribution (including any offer to Sell, contract to Sell, short Sale or any option to purchase) of any securities (except, in such underwriting agreement and completes and executes all questionnaireseach case, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all as part of the representations applicable Registration, if permitted hereunder) that are of the same type as those being Registered in connection with such public offering and warranties bySale, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning five days before, and ending 60 days (or (i) such longer period as may be reasonably requested by the managing underwriter or underwriters and agreed to by CST and the Selling Holder(s), if any, or (ii) such lesser period as may be permitted by CST, the Selling Holder(s), if any, and such managing underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such Registration (or, if later, the date of the Prospectus), to the extent timely notified in writing by such selling Person or the managing underwriter or underwriters or dealer manager or dealer managers. The Selling Holders and CST, as applicable, also agree to execute an agreement evidencing the restrictions in this Section 2.4(a) in customary form, which form is reasonably satisfactory to CST or the Selling Holder(s), as applicable, and the other agreements on the part ofunderwriter(s) or dealer manager(s), the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, 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 Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriteras applicable; provided, however, that any such withdrawal must restrictions may be made no later than included in the time of pricing of such Underwritten Offeringunderwriting agreement, if applicable. If all Selling Holders withdraw from an Underwritten Offering prior CST may impose stop-transfer instructions with respect to the pricing of such Underwritten Offering, securities subject to the events will not be considered an Underwritten Offering and will not decrease foregoing restriction until the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result end of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Postrequired stand-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringoff period.